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HomeMy WebLinkAboutC-2114L+ o F- Atrzc4p fi 1100- sO AGREEMENT BETWEEN UPPER SAN GABRIEL VALLEY MUNICIPAL WATER DISTRICT F.rcL CITY OF ARCADIA 101 7 CITY OF ARCADIA RECYCLED WATER FEASIBILITY STUDY Prepared by Stetson Engineers Inc. August 2004 Page I of 8 City of Arcadia USGVMWD 9 Page 2 of 8 City of Arcadia USGVMWD, • • AGREEMENT BETWEEN UPPER SAN GABRIEL VALLEY MUNICIPAL WATER DISTRICT AND CITY OF ARCADIA FOR CITY OF ARCADIA RECYCLED WATER FEASIBILITY STUDY This agreement ( "Agreement ") regarding the City of Arcadia Recycled Water Feasibility Study ( "Study ") is made and entered into effective as of , by and between the Upper San Gabriel Valley Municipal Water District (hereinafter referred to as "USGVMWD ") and the City of Arcadia (hereinafter referred to as "City "). (USGVMWD, and City are sometimes referred to herein collectively as the "Parties" or individually as a "Party" to this Agreement"). RECITALS City currently produces groundwater as its main source of potable water supply from the East and West Raymond Basins and the Main San Gabriel Basin. City has physical capability to supplement groundwater extractions with treated imported water from The Metropolitan Water District of Southern California purchased through USGVMWD. Treated imported water deliveries have historically been used only in drought situations. 2. City could eliminate or reduce the need for treated imported water during droughts and reduce future groundwater extractions or extend the period of time needed for additional groundwater extractions by implementing the use of recycled water for various purposes. Certain potable water demands could be fulfilled with recycled water supplies, reducing the amount of imported water and groundwater extractions needed in the future. 3. City desires to study the feasibility of implementing the use of recycled water in and around the City ( "Project "), which could reduce the City's imported water purchases and groundwater extractions. USGVMWD desires to facilitate study of the Project by entering into this Agreement, which, in conjunction with a Cooperative Agreement between the United States Bureau of Reclamation ( "Bureau ") and USGVMWD, will provide partial funding for study of the Project. Page 3 of 8 City of Arcadia USGVMWD 0 0 AGREEMENT NOW, THEREFORE, in order to carry out the study of the Project and in consideration of the mutual covenants and agreements herein contained, the Parties hereby agree as follows: 1. STUDY a. The term of this Agreement will commence on the date of its execution and will end upon the completion of the audit of the Project by the Bureau. The Project shall conclude no later than " - r °._�, �nnw F'ef.,, aY S-�. J. - a- oo) b. City shall contract for, administer, and supervise the Project. The Project will study the feasibility of the use of recycled water in and around the City. c. This Agreement may be amended with the written consent of both Parties to incorporate additional or different terms, conditions, or requirements. Any amendment agreed to shall clearly define any revision of the Project scope, funding, and schedule. d. To the extent reasonably feasible, City shall conduct the Project in a manner that complies with the terms and conditions of this Agreement, and the rules and regulations of agencies with jurisdiction by law. City may cease to conduct the Project upon its finding, in good faith, that the Project is no longer needed. e. City, as the lead agency, shall be responsible for compliance with all California Environmental Quality Act ( "CEQA ") requirements and for preparation of all documentation required by CEQA, and shall comply with CEQA prior to approval of the Project. USGVMWD will assist City with the preparation of any necessary documentation. USGVMWD shall coordinate with Bureau regarding documentation and compliance required by the National Environmental Protection Act ( "NEPA "). The Project will be undertaken consistent with the terms and conditions of this Agreement. g. It is expressly acknowledged and agreed by the Parties, and each of them, that all actions called for in this Agreement are to be administered in a manner consistent with good business practices and all applicable Bureau requirements and regulations. USGVMWD shall cooperate with City to assure that Project is in compliance with Bureau regulations. h. City shall immediately notify USGVMWD of any material delay in Project schedule. If unforeseen circumstances necessitate the amendment of the performance schedule, USGVMWD shall be responsible for submitting a request to Bureau for an amendment of the performance schedule. City shall cooperate in good faith by providing such information as reasonably is required for USGVMWD to submit such a request. Page 4 of 8 City of Arcadia USGVMWD E 0 The Parties, and each of them, mutually acknowledge and agree that revisions to Project scope, cost and schedule may be required. The Parties must mutually agree, in writing, to any revisions to Project cost prior to City's authorization of such revisions. USGVMWD agrees to initiate the process and perform all tasks necessary to obtain approval for such revisions from Bureau. City agrees to periodically meet with USGVMWD to discuss Project progress and findings. Any reports generated by the City's consultant will also be provided to USGVNIWD for review. k. City agrees to defend, indemnify, protect and hold USGVMWD, Bureau, its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to City employees, agents or officers, which arise out of or are in any manner directly or indirectly connected with the Project, and all expenses of investigating and defending against same; provided, however, that City's duty to defend, indemnify and hold harmless shall not include any claims or liability arising from the negligence or willful misconduct of USGVMWD, Bureau, their agents, officers or employees. Page 5 of 8 City of Arcadia USGVMWD. 0 0 2. FUNDING a. The Costs of the Project are estimated to be $50,000. "Costs" shall mean all costs for studying the potential use of recycled water in and around the City. USGVMWD shall contribute 50% of all Net Costs defined as Costs less any reimbursement provided by the Bureau as described in Section 2 (b) below. City shall also contribute 50% of all Net Costs. The maximum contribution of USGVMWD shall be $25,000. b. The Parties, and each of them, acknowledge that Bureau may reimburse up to 25 percent of the sum of the Costs. USGVMWD shall undertake all actions necessary to obtain Bureau funds. USGVMWD staff shall perform all tasks and bear all costs relating to the processing of Bureau payment requests. Bureau funds shall be applied towards the Costs. The Parties shall each contribute 50% of the Net Costs. For example, if the Costs are $50,000 and 25% reimbursement is provided by the Bureau, the amount to be contributed by each Party shall be $18,750 ($50,000 less $12,500 equals $37,500 multiplied by 50 %). c. The Parties shall employ the following procedures for payment of the Costs. (1) Each Party shall set up and maintain an account, separate from all other accounts, for the Costs. Each Party shall keep full and detailed accounts and employ such internal accounting controls as may be necessary for proper financial management under this Agreement. City's accounting and accounting records with respect to the Costs shall be kept in accordance with standard municipal accounting procedures. Each Party shall retain all documents and accounting records relating to the Costs for three years after completion of the Proj ect or until such date as is required by Bureau or by law, whichever is the latest. Upon reasonable advance notice, each Party shall be afforded access to, and shall be permitted to audit and copy, the other Party's documents and accounting records relating to this Agreement. (2) City shall enter into the necessary consultant contracts for the Project, and shall be responsible for reviewing the accuracy of consultant invoices and for paying to any and all consultants invoices for the Costs approved by the City. Copies of approved consultant invoices paid by City shall be provided to USGVMWD. (3) City shall submit payment requests to USGVMWD for full payment of approved consultant invoices paid by City. (4) USGVMWD shall pay the City's request for payment within 30 days of receiving the City's request. (5) Within 60 days of completion of the Project and payment by USGVMWD of the City's final request for payment for Costs, USGVMWD shall reconcile the total Costs with the total reimbursement USGVMWD obtains from Bureau, if any, and USGVMWD shall submit a payment request to City for 50% of the Net Costs.. Page 6 of S City of Arcadia USGVMWD • (6) City shall pay USGVMWD's request for payment within 30 days of receiving USGVMWD's request. d. The Parties recognize that Bureau will audit all Project files for up to three years after the completion of the Project. 3. OWNERSHIP RESPONSIBILITIES a. City shall be the sole and exclusive owner of all Project materials. USGVMWD shall have no ownership right, title, security interest or any other interest in Project materials, nor any rights, duties, or responsibilities for construction, replacement, operation and maintenance thereof other than the funding obligations set forth in this Agreement. b. City agrees to make available to USGVMWD copies of all documents related to the Project. 4. ADDITIONAL PROVISIONS a. The Parties, and each of them, acknowledge and agree that this Agreement represents the entire understanding between USGVMWD and City for the Project. Neither Party has relied on any representation not expressly stated in this Agreement in executing the Agreement. This agreement may be amended only with the written consent of the Parties. b. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto. Neither this Agreement, nor any portion thereof, shall be assigned or transferred, nor shall the duties under this Agreement be delegated, without the express written consent of Parties. Any attempt to assign or delegate this Agreement without the express written consent of Parties shall be void and of no force or effect. c. The partial or total invalidity of one or more sections of this Agreement shall not affect the validity of the remaining sections of the Agreement. d. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of their respective agencies. e. This Agreement maybe executed in counterparts, each of which shall be deemed an original, but both of which when taken together shall constitute one and the same instrument. f. The Parties agree to execute such further documents as maybe necessary to give effect to this Agreement. Page 7 of 8 City of Arcadia USGVMWD IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first stated above. UPPER SAN GABRIEL VALLEY MUNICIPAL WATER DISTRICT 0 Tim J&c d n, G(heral Manager APPROVED AS TO FORM By: E. Clarke Moseley, Legal Cou 1:Vobs\2050 \UD Arcadia Coop AgreemenLdoc CITY OF ARCADIA By: °E)g *.O'C' William R. Kelly, City Manager ATTEST By: City Clerk APPROVED AS TO FORM: By d''t P- )a-� Stephen P. Deitsch, City Attorney Page 8 of 8 City of Arcadia USGVMWD