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Home My WebLink AboutC-4214 05-19-087 COOPERATIVE AGREEMENT \\W-t° WATER USE EFFICIENCY PROGRAM THIS COOPERATIVE AGREEMENT ("AGREEMENT") is made and entered into by and between the Upper San Gabriel Valley Municipal Water District, hereinafter referred to as "DISTRICT", and City of Arcadia, herein referred to as "PRODUCER". For purposes of this AGREEMENT, DISTRICT and PRODUCER may be referred to collectively by the capitalized term"PARTIES." The capitalized term"PARTY"may refer to either DISTRICT or PRODUCER interchangeably. RECITALS A. DISTRICT,a municipal water district organized under the California Water Code(Water Code Section 71000 et seq.). • B. PRODUCER is a municipal agency that will implement a water efficient program(hereinafter referred to as "PROGRAM")as described in Exhibit A. C. DISTRICT will provide co-funding for the qualifying PROGRAM. D. The PARTIES desire by this AGREEMENT to establish the terms by which DISTRICT will provide co-funding to PRODUCER for implementing the PROGRAM. THEREFORE,DISTRICT and PRODUCER mutually agree as follows: SECTION I. PROGRAM DESCRIPTION The PROGRAM Description is attached and incorporated hereto as Exhibit A. SECTION 2. CONSIDERATION A. At the completion of the PROGRAM, the PRODUCER shall submit a PROGRAM participant database and provide an electronic copy of it to DISTRICT regarding the PROGRAM. The report shall contain the information as outlined in the spreadsheet template found in Exhibit B. Co-funding from the DISTRICT will not be disbursed prior to the submittal of a completed program database. B. The PRODUCER shall invoice DISTRICT up to a total PROGRAM cost amount not to exceed $1 8,000 for costs related to the PROGRAM described in Exhibit A. C. PRODUCER may be required to submit written procedures for their verification process that confirms DEVICES have been installed and all work has been performed. Metropolitan Water District of Southern California and/or DISTRICT may perform onsite inspection of PROGRAM prior to payment. Result of the inspection may affect payment made to PRODUCER. D. Final invoices and reports must be completed and submitted to DISTRICT by April 30, 2020. Page 1 of 7 SECTION 3. TERM AND TERMINATION A. This AGREEMEN"1 term will commence February 1, 2019 and remain in effect until June 30, 2020. B. PRODUCER has the right to terminate this AGREEMENT at any time without cause. C. In the event either PARTY fails to perform,or adhere to,any applicable duty or obligation set forth under this AGREEMENT (or fails to perform or adhere to any such duty, obligation or standard of conduct at the time, place or manner set forth in this AGREEMENT),an event of default(hereinafter,"Event of Default")shall have occurred. Except as otherwise provided in this AGREEMENT, if an Event of Default remains uncured by the defaulting PARTY for a period in excess of thirty (30)calendar days from the date upon which the non-defaulting PARTY issues notice of default (hereinafter, a "Default Notice") to the defaulting PARTY, then the default shall constitute a breach of this AGREEMENT. If a PARTY is in breach of this AGREEMENT, the non-breaching PARTY may pursue any and all remedies available to it at law or in equity and may also terminate this AGREEMENT. SECTION 4. ASSIGNMENT Except in the case of a transfer to an affiliate or a subsidiary, a sale of all or substantially all of the assets of PRODUCER, a merger, consolidation or transfer of 50%or more of the stock of PRODUCER,PRODUCER shall not assign,or transfer this AGREEMENT or any rights under or interest in this AGREEMENT without the prior written consent of DISTRICT,which consent shall not be unreasonably withheld,delayed or denied. SECTION 5. INDEMNIFICATION Both PARTIES agree to defend,indemnify,and hold the other PARTY and their respective affiliates harmless from and against any and all losses, cause, damage or expense including, without limitation,reasonable attorney's fees and expenses incurred by the indemnified PARTY arising out of any breach of this AGREEMENT by the indemnifying PARTY or the fact that any representation made herein by the indemnifying PARTY was false when made. SECTION 6. ATTORNEYS'FEES The prevailing PARTY in any action, claim or lawsuit brought pursuant to this AGREEMENT is entitled to payment of all attorneys' fees and costs expended by such prevailing PARTY in association with such action,claim or lawsuit. SECTION 7. GOVERNING LAW This AGREEMENT and any other documents referred to herein shall be governed by,and construed and enforced in accordance with the laws of the State of California, without regard to conflicts of law principles. Page 2 of 7 SECTION 8. FORCE MAJEURE Neither PARTY shall be deemed to be in default if performance of the obligations required by this AGREEMENT are delayed, disrupted, or become impossible because of any act of God, war,earthquake, fire,strike,accident, civil commotion,epidemic,act of government,its agencies or offices,terrorist attack,or any other cause beyond the control of the PARTIES.Upon occurrence of any such event, neither PARTY shall be responsible for damages, fines, penalties, or claims resulting therefrom. SECTION 9. NOTICE Any notice required or permitted by this AGREEMENT shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by electronic communications; (ii) by overnight courier upon written verification of receipt;or(iii)by certified or registered mail,return receipt requested,to the following: IF TO DISTRICT: IF TO PRODUCER: Upper San Gabriel Valley City of Arcadia Municipal Water District 11800 Goldring Rd. 602 E. Huntington Dr., Suite B Arcadia, CA 91066 Monrovia, CA 91016 E-mail: mjiang@ArcadiaCA.gov Email: Elena@usgvmwd.org Telephone: (626)254-2706 Telephone: (626)443-2297 Attn: Mandy Jiang Attn.: Elena Layugan, Management Aide or successor Conservation Coordinator or successor SECTION 10. ENTIRE AGREEMENT This AGREEMENT,including all attached exhibits,constitutes the entire,complete,final and exclusive expression of the PARTIES with respect to the matters addressed herein and supersedes all other agreements or understandings,whether oral or written,or entered into between DISTRICT and PRODUCER prior to the execution of this AGREEMENT. No statements, representations or other agreements,whether oral or written, made by any PARTY which are not embodied herein shall be valid or binding. No amendment, modification or supplement to this AGREEMENT shall be valid and binding unless in writing and duly executed by the PARTIES. IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT to be executed as of the date first above written. Page 3of7 CITY OF ARCADIA UPPER SAN GABRIEL VALLEY MUNICIPAL WATER DISTRICT By: ' 3- - ,i- !., By: / "7-e---_ Dominic Lazzare o;- Thom.s Love, General Manager General Manager Date: \-t-)l lam,`1..C1 Date: March 19, 2019 ATTEST: APPROVED AS TO FORM: BY:If I 11,�r AI all17),r17 7,,,,,,,.....e.,i),„:„\A__ Crt CI-rk I By: CONCUR: By:__'''' fl'" -1.: -:-/ T , Wait, Public Works Services Director APPROVED AS TO FORM: By:_d_'_'`1 ,.. ( i' ,--.6 .,t Stephen P. Deitsch City Attorney Page 4 of 7 EXHIBIT A Upper District Agreement 1166662 MAA Proposal for City of Arcadia Arcadia Water Conservation Demonstration Garden City of Arcadia Proposed Water Conservation Garden Project Description The City of Arcadia is proposing the installation of a water conservation demonstration garden near the entrance of the Arcadia Public Library,where daily visitors numbering in the hundreds will encounter the garden. The demonstration garden concept will feature native and water efficient plant species that contribute to the restoration of the local ecosystem. Sitting benches and a pagoda will also be installed at the perimeter of the garden,allowing visitors an opportunity to stop and enjoy the garden. The public will observe an intermingling of various design elements. Educational displays will be installed to illustrate the benefits of native,water efficient plants and include descriptions in both English and Mandarin, reflecting the local area's key linguistic demography. The demonstration garden will provide a water efficient landscape in an area visited by a large amount of the public. It will be a key example of sustainable water efficient landscaping that is also aesthetically pleasing, provide ideas and inspiration to visitors for their own landscapes. • Estimated project size:2,600 sq.ft. • The project will be completed by the City of Arcadia and designated contractor Project Location The proposed demonstration garden will be located at the Arcadia Public Library located at 20 W. Duarte Rd.,Arcadia,CA 91006).The demonstration garden will be located on both sides of the entrance v ;11`t....'_.1 1,, 513 Siral: lid''''''''':1-:' : and wrap around the corner on the west side of the library. Iti` t G , o City of Arcadia F ;.. -Itt, :..1 ,I.:111.11.',1.1:;1115,:it'i.IT. 7- ' ._ „.rt . , i 1 44,7(1 t _ , , ,.._, 1...i I I: uw^u ' 0 Putes a • .. immiiii .fit 3 �. _ • 661 11 . tide 14 :.i EnI • 1 i FA ` • NOM ;1 • oe P opt oew„ ufn. . . . ...ru,•. v. 0101 Page 5 of 7 EXHIBIT A Upper District Agreement U66662 MAA Proposal for City of Arcadia Arcadia Water Conservation Demonstration Garden Cost Estimate Breakdown Category Estimate($) Description Design Plan $500 City staff and contractor Labor $10,000 City staff and contractor Plant materials $4,000 City staff and contractor Hardscaping $1,500 DG and spray;City staff and contractor Irrigation supplies $1,500 Drip lines,pressure reduction valves Other $13,000 Trellis,benches,signage Project Timeline Est.Timespan Task Description Mar.-Jul.2019 Design development and approval process Aug.-Dec.2019 Turf removal/landscape clearance Jan.•Feb. 2020 New irrigation and landscape installation Mar.2020 Final Walkthrough Page 6 of 7 St pay 1118 a1 M eweN Auedwo Ja1eM JagwnN 3uewa049V q aaIOAUI 1WV UMO PWVN85n Putt13IN snb sauV sUOnePS AeO Pled a;eget/ RPM 0 on pawn ainseeyy du Howl Au]Ilelsul PlunhdV ssaipptt Hem' eaAed IIe1a11 PIPeJJ .agwayl PIPoO nem 9ulwio;ied iagwayl 9ulwaolied