HomeMy WebLinkAboutC-4290 INTERCONNECTION WHEELING AGREEMENT OR I G I NA L
BETWEEN THE CITY OF ARCADIA AND C'1-12-°(
THE CITY OF SIERRA MADRE _ 6°
This Agreement ("Agreement") is entered into as of the 911'day of; C(ti 019
by and between the City of Arcadia ("Arcadia"), a municipal organization organized
under the laws of the State of California, and the City of Sierra Madre ("Sierra Madre"),
a general law city organized under the laws of the state of California, hereinafter referred
to individually as "Party" and collectively as "Parties".
RECITALS
WHEREAS, beginning sometime in 2002, Arcadia and Sierra Madre informally
agreed that Arcadia would wheel water from its system to Sierra Madre through a 12-
inch interconnection near Santa Anita Avenue in Arcadia and Sierra Madre
Boulevard in Sierra Madre ("Sierra Madre Boulevard Interconnection"); and
WHEREAS, the Parties entered into a written agreement on July 3, 2002
("2002 Agreement") to construct the Sierra Madre Boulevard Interconnection, in
addition to a 12-inch pipeline from the Sierra Madre Boulevard Interconnection to a
settling basin in Sierra Vista Park in Sierra Madre; and
WHEREAS, the purpose of the Sierra Madre Boulevard Interconnection is to
provide Sierra Madre with a secondary source of water in case of earthquakes and
other emergencies; and
WHEREAS, in the 2002 Agreement, each Party agreed to maintain that portion
of the Sierra Madre Boulevard Interconnection within its incorporated area in
accordance with that Party's ordinances, regulations, policies, and procedures; and
WHEREAS, the Parties now desire to formalize in writing their informal wheeling
agreement from 2002, as well as provide a general framework for Arcadia to wheel water
to Sierra Madre from the Sierra Madre Boulevard Interconnection made available by a
shared well that the Parties may develop and operate in the future.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL
OBLIGATIONS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:
1 . PROVISION OF WATER. By and under the terms of this Agreement,
Arcadia agrees to wheel water through its water system to be delivered to Sierra
Madre at the Sierra Madre Boulevard Interconnection during the term of this
Agreement in an amount not to exceed 1,200 gallons per minute ("GPM"), subject
to those limitations set forth in Sections 7, 8, and 12 of this Agreement. All such
water delivered shall come into the possession of Sierra Madre on the Sierra
Madre side of the Sierra Madre Boulevard Interconnection.
2. WATER RIGHTS. The Parties agree that this Agreement does not create
any additional rights to water than the Parties already possess. To the extent either
Party is exercising any of its water rights by operation of this Agreement, the wheeling
of the water associated with such water rights will be subject to this Agreement.
3. DEFINITIONS. When used in this Agreement, the following terms have
the meanings set forth below:
(a) "Emergency" will mean any condition that will result in Arcadia being
unable to serve its respective customers. Conditions that may
constitute an emergency include, but are not limited to, facility failure,
drought conditions, contractual cutbacks of water supplies, or water
quality failures.
(b) "Maintenance" is the regular/predicted exercising, flushing and/or
minor repairs of the Sierra Madre Boulevard Interconnection.
(c) "Sierra Madre Boulevard Interconnection " means the pipeline
interconnection, valves, meters and related facilities at Sierra Madre
Boulevard in Sierra Madre near Santa Anita Avenue in Arcadia as
described in greater detail in Exhibit "A" to this Agreement.
(d) "Party Representative"means the person (and alternates)designated
from time to time by Arcadia or Sierra Madre authorized to take
actions under the Agreement, to the extent permitted by the
governing body.
(e) "Year" will mean the twelve-month period from July 1 through June
30, both dates inclusive.
4. TERM. The Agreement will be effective upon execution by both Parties
and will last in perpetuity unless and until the Parties agree in writing to terminate it, or
causes beyond the control of either Party render(s) it impractical or impossible for either
Party to carry out their respective obligations under the Agreement, or until such a time
that both parties jointly, or Sierra Madre individually, establish and operate a well in the
Main San Gabriel Basin. The Parties agree to revisit this Agreement sometime on or
before 2044.
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5. PAYMENT. Sierra Madre agrees to pay $25,000 per year to Arcadia
for capacity in Arcadia's water system that may be used to wheel water for Sierra
Madre, and which water may be delivered through the Sierra Madre Boulevard
Interconnection. Sierra Madre will pay the full amount of $25,000 within 30 days
following the first day of each Year, which payment will apply to the capacity of
Arcadia's water system, if any, for that Year.
6. COSTS. In addition to the payment set forth in Section 5 of this
Agreement, Sierra Madre will pay Arcadia for costs associated with pumping
activities ("Pumping Costs") that Arcadia incurs as a result of wheeling water for
Sierra Madre during the Year, which amount will be determined by an engineering
analysis that the Parties agree in good faith to have prepared in a fair and equitable
manner. Consistent with the California Water Wheeling Statutes, Sierra Madre will
also pay Arcadia for other costs Arcadia incurs as described in Water Code, section
1811(c) as determined in the sole but reasonable discretion of Arcadia ("Other
Costs"). Arcadia will send Sierra Madre a written bill on or around the last day of
each Year generally describing the Pumping Costs and Other Costs Arcadia
incurred throughout the Year as a result of wheeling water for Sierra Madre, and
Sierra Madre will pay Arcadia the amount stated within 30 days of receiving the bill.
Sierra Madre will bear all costs it incurs relating to water delivered under this
Agreement, unless otherwise specified herein.
7. CALL FOR WATER. If Sierra Madre desires to receive water wheeled
through Arcadia's water system at the Sierra Madre Boulevard Interconnection, it
will provide Arcadia with written notice at least 72 hours before the requested
delivery. The timely written notice must provide the amount of water Sierra Madre
desires to have delivered through the Sierra Madre Boulevard Interconnection in
GPM, not exceeding 1,200 GPM, and must specify the duration of the delivery.
Arcadia agrees to work diligently and in good faith to satisfy Sierra Madre's timely
requests for water under this Agreement, but in no event will Arcadia become liable
for failing to deliver the requested water if, in its sole discretion, Arcadia determines
it is unable to do so for any reason. Arcadia will have no obligation to obtain or
procure alternative water supplies to meet Sierra Madre's requests other than a
reasonable amount that Arcadia's water system is able to make available at the
time Sierra Madre provides Arcadia with written notice of its request, and provided
that Arcadia determines, in its sole discretion, that it is able to meet Sierra Madre's
request. Within a reasonable time following receipt of a written request for water
from Sierra Madre under this Agreement, Arcadia will provide Sierra Madre with
notice that it will or will not be able to meet Sierra Madre's request. In no event will
Arcadia be liable for any damage or injuries sustained by Sierra Madre or any other
person, business, or entity as a result of not delivering water requested by Sierra
Madre, or reducing flow through or shutting off the Sierra Madre Boulevard
Interconnection. Sierra Madre agrees that if Arcadia determines it can deliver water
to Sierra Madre through the Sierra Madre Boulevard Interconnection, it may elect
to do so only during off-peak periods of demand, as determined solely by Arcadia.
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Sierra Madre also agrees that it will generally not seek wheeled water deliveries
under this Agreement during the summer months, from June 1 to September 1 in
any Year, unless otherwise agreed to by the Parties.
8. EMERGENCIES. In the event Arcadia determines, in its sole
discretion, that an Emergency exists, Arcadia may reduce flows through the Sierra
Madre Boulevard Interconnection, or may shut off the Sierra Madre Boulevard
Interconnection completely. In no event will Arcadia be liable for any damage or
injuries sustained by Sierra Madre or any other person, business, or entity as a
result of reducing flow through or shutting off the Sierra Madre Boulevard
Interconnection during an Emergency.
9. MEASUREMENT. The Parties agree that the meter measuring water
flows through the Sierra Madre Boulevard Interconnection will be tested on or around
[July 1] of each Year, and either Party may request to have the 8" meter tested, in
addition to the annual meter test, at their own cost, provided the Party informs the other
Party of their intent to do so in a timely manner.
10. MAINTENANCE. Each Party agrees that it will maintain, at its own cost
and expense, the portion of the Sierra Madre Boulevard Interconnection within that
Party's incorporated area in accordance with its ordinances, regulations, policies, and
procedures.
11. WATER QUALITY. Arcadia agrees to operate its pipelines in such a
manner that any water which Arcadia delivers to Sierra Madre pursuant to this
Agreement will not be diminished in quality as a result of being delivered. The
Parties agree that the water delivered by Arcadia to Sierra Madre will meet, at a
minimum, the State of California's Department of Drinking Water standards for
domestic use.
12. RESPONSIBILITIES FOR DELIVERY AND DISTRIBUTION OF
WATER. Neither Arcadia nor its officers, agents or employees will be liable for the
control, carriage, handling, use, disposal, or distribution of the water outside of
facilities then being operated or maintained by Arcadia.
13. INDEMNIFICATION. Each Party will defend, indemnify, and hold
harmless the other Party, its officers, agents, employees, and volunteers from and
against all claims, damages, losses, and expenses, including attorney fees arising
out of the performance of the work described herein, caused in whole or in part by
any intentional or negligent act or omission of the other Party, save and except
those matters arising from the sole, active negligence, or willful misconduct of that
party or agent of that Party. This indemnity specifically includes, but is not limited
to, claims or damages arising from or related to the quality, type, or character of
the water delivered for wheeling, or the control, handling, carriage, use, distribution,
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disposal, or consumption of the water delivered to the applicable delivery point, or
the construction or maintenance of the pipelines. The Parties intend that this
paragraph be broadly construed to effectuate its purpose.
14. REMEDIES NOT EXCLUSIVE. The use by either Party of any remedy
specified for the enforcement of this Agreement is not exclusive and does not
deprive the Party using such remedy of, or limit the application of, any other remedy
provided by California or federal law.
15. DISPUTE RESOLUTION. Any controversy or dispute between or
among Arcadia and Sierra Madre concerning implementation, interpretation,
application, performance or lack of performance of this Agreement or its breach will
be addressed in joint consultation and negotiation with duly appointed
representatives of Arcadia and Sierra Madre and approved by the City Councils for
Arcadia and Sierra Madre.
16. MEDIATION AND ARBITRATION.
(a) Any controversy or dispute between or among Arcadia and
Sierra Madre concerning implementation, interpretation, application, performance
or lack of performance of this Agreement, and any claim arising out of this
Agreement or its breach that cannot be resolved pursuant to Section 15 above, will
be resolved under this Section. Arcadia and/or Sierra Madre will provide each other
with written notice of a demand for arbitration within ninety (90) days from the date of
the occurrence giving rise to the controversy, dispute or claim that is the basis for the
demand. The notice will state the facts that give rise to the demand for arbitration, the
date of the occurrence, the parties to the arbitration and the remedy sought. The
Parties will facilitate an effort to resolve the dispute through informal mediation on a
voluntary basis during the thirty-day period following the demand for arbitration.
Thereafter, if Arcadia and/or Sierra Madre have not agreed to a resolution of the dispute
or an extension of time, the dispute will be resolved by binding arbitration under the
California Arbitration Act (Code of Civil Procedure sections 1280 through 1294.2),
except as otherwise provided herein. The Parties in the arbitration will select a single
neutral arbitrator. If they cannot agree on one arbitrator, or an alternative selection
process, Parties will request the presiding judge of the Los Angeles County Superior
Court to select an arbitrator, under Section 1281.6 of the Code of Civil Procedure.
(b) A hearing on the matter to be arbitrated will take place before the
arbitrator in the County of Los Angeles at a time and place selected by the arbitrator.
However, the hearing will take place no later than thirty days after selection of the
arbitrator, unless the parties unanimously agree to extend this time. The arbitrator will
select the time and place for the hearing and will give each party written notice of the
time and place at least twenty days before the date of the hearing. At the hearing, any
relevant evidence may be presented by any party and the formal rules of evidence
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applicable to judicial proceedings will not apply. Evidence may be admitted or excluded
in the sole discretion of the arbitrator. The arbitrator will hear and determine the matter,
and will resolve in writing the dispute among the parties. The decision of the arbitrator
will be binding and conclusive.
(c) The ongoing costs of the arbitration, including the arbitrator's
fees, and reasonable costs incurred by Arcadia and/or Sierra Madre to facilitate the
mediation and the arbitration, will be borne equally by the Parties. At the
conclusion of the arbitration, the prevailing party will be entitled to recover from
the losing party the costs of arbitration (but not mediation costs), in addition to
reasonable attorney's fees, expert witness fees and other costs as part of the
arbitrator's decision.
17. CHOICE OF LAW. This Agreement and the rights of the Parties
hereunder will be governed by and construed in accordance with the laws of the
State of California, exclusive of conflict or choice of law rules.
18. WAIVER OF RIGHTS. Any waiver at any time by either Party of its
rights with respect to a breach or default, or any other matter arising in connection
with this Agreement, will not be deemed to be a waiver with respect to any other
breach, default or matter.
19. CONTROLLING AGREEMENT. This Agreement supersedes any
previous written, verbal, or other agreement, formal or informal, governing the
Parties' conduct and obligations with respect to Arcadia wheeling water through its
water system for Sierra Madre to be delivered to Sierra Madre through the Sierra
Madre Boulevard Interconnection.
20. ASSIGNMENT. The provisions of this Agreement will apply to and bind
the successors and assigns of the respective Parties, but no assignment or transfer of
this Agreement, or any part hereof or interest herein, will be valid until and unless
approved by both Parties.
21. OPINIONS AND DETERMINATIONS. Where the terms of this
Agreement provide for action to be based upon judgment, approval, review, or
determination of either Party, such terms are not intended to be and will never be
construed as permitting such opinion, judgment, approval, review, or determination
to be arbitrary, capricious, or unreasonable.
22. NOTICES. All written notices that are required either expressly or by
implication to be given by any Party to the other under this Agreement will only be
signed by authorized personnel of the notifying Party. Except written calls for
water, as set forth in Section 7 of this Agreement, any written notices to Parties
required by this Agreement will be delivered or mailed, U.S. first class postage
prepaid, addressed as follows:
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\ cadia (
TomTait
City of Sierra Madre (Sierra Madre) Arcadia
Jose Reynoso Public Works Services Director
Utilities Director City of Arcadia
City of Sierra Madre 11800 Goldring Road
232 W. Sierra Madre Boulevard Arcadia, CA 91006
Sierra Madrea, CA 91024 ttait@ArcadiaCA.gov
jreynoso@cityofsierramadre.com
Either Party may amend its address for notice by sending written notice to
the other Party.
23. INSPECTION OF BOOKS AND RECORDS. The proper officers or
agents of each Party will have full and free access at all reasonable times to the
account books and official records of the other Party insofar as they pertain to the
matters and things provided for in this Agreement, with the right at any time during
office hours to make copies thereof at that Party's expense.
24. INTEGRATION. This is an integrated Agreement and contains all of
the terms, considerations, understanding and promises of the Parties. It will be
read as a whole.
25. SEVERABILITY. The invalidity or unenforceability of any provisions
of this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, which will remain in full force and effect.
26. ATTORNEY'S FEES. In any action brought byeitherr Piarty arty to to
enforce the terms of this Agreement, the prevailing party
will be recover its reasonable attorney's fees.
27. COUNTERPARTS. This Agreement may be executed in counterparts.
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SIGNATURE PAGE TO INTERCONNECTION AGREEMENT
I HEREBY CERTIFY that the foregoing Agreement was duly executed pursuant to
authorization by THE CITY OF SIERRA MADRE City Council,at a regular
meeting thereof held on the 8th day of October,2019.
Al _ ! I -2" 9 ( 7
ay�� John H• abedian Date
Ci / ouncil
ATTEST:
A�sistant city rk Laura Aguilar Date
APPROVED AS TO FORM:
/.„4, 144/ / aki100
-Attorney Teresa ii' mith Date
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SIGNATURE PAGE TO INTERCONNECTION AGREEMENT
I HEREBY CERTIFY that the foregoing Agreement was duly executed pursuant to
authorization by CITY OF ARCADIA City Council, at a regular meeting thereof held on
the 5-111 day of wbveni b� 2019.
DoLazzarett
City Manager
Date: -D t.c t.74.8c - \9
ATTEST:
0,v,kui Citipft41,1
- fir lerk
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
CON UR:
om Tait
Public Works Services Director
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"ATTACHMENT A"
WATER SYSTEM INTERCONNECTION POINT
AT SANTA ANITA AVENUE AND SIERRA
MADRE BOULEVARD
The installation of a new 12-inch waterline with
an 8-inch water meter in a vault within Sierra
Madre Boulevard that is to provide a secondary
source of water from the City of Arcadia's water
distribution system to the City of Sierra Madre's
water system near Sierra Vista Park.
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