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HomeMy WebLinkAboutMUNICIPAL WATER DISTRICT OF ORANGE COUNTY (MWDOC) 7 - 2010 ` N-2010-048 6-b2~/~70 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 ~ pw ~ /vva~t~-C~~ ~G~ S_ urKe ~ AGREEMENT FOR SHARING CONSULTANT COSTS FOR 2010 URBAN WATER MANAGEMENT PLANS THIS AGREEMENT is made and entered into as of 2010, by and between: 1. MWDOC 2. City of Anaheim 3. City of Buena Park 4. City of Fullerton 5. City of Garden Grove 6. City of La Palma 7. City of Orange 8. Serrano Water District 9. City of Seal Beach 10. City of Tustin 11. Yorba Linda Water District 12. East Orange County Water District 13. City of Fountain Valley 14. City of Newport Beach 15. City of Santa Ana 16. Mesa Consolidated Water District 17. City of San Clemente 18. EI Toro Water District 19. South Coast Water District 20. Moulton Niguel Water District 21. City of San Juan Capistrano 22. Santa Margarita Water District 23. City of Brea 24. City of La Habra 25. Laguna Beach County Water District (collectively "Participating Agencies" and individually "Participating Agency") and the Municipal Water District of Orange County ("MWDOC"). The Participating Agencies and MWDOC are also collectively referred to as "Parties." RECITALS WHEREAS, under California Water Code section 10621, subdivision (a), the Participating Agencies are required to update their respective Urban Water Management Plan ("UWMP") at least once every five years, on or before December 31 in years ending in five and zero; and WHEREAS, this year water agencies have an additional 6 months, or until July 1, 2011, to update their respective UWMP; and WHEREAS, each Participating Agency intends to prepare a separate 2010 UWMP for submission by July 1, 2011; and 1 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 WHEREAS, the Participating Agencies share many water supply characteristics, including water sources, regional water management agencies, location, climate history, and demographics; and WHEREAS, pursuant to California Water Code section 10620, subdivision (d)(2), the Participating Agencies wish to coordinate the preparation of their 2010 UWMPs in the interest of reducing preparation costs; and WHEREAS, the Participating Agencies and MWDOC desire to cooperate with each other to obtain economies of scale and thereby reduce preparation costs for each of the Participating Agencies; and WHEREAS, MWDOC and the Participating Agencies have jointly prepared and agreed to a Scope of Work that was incorporated into a Request for Proposals that was sent to a number of competent Consulting Firms, two of which submitted proposals which were reviewed by a working group of the Participating Agencies who recommended selection of Malcolm Pirnie as the successful consultant to prepare Urban Water Management Plans for the Participating Agencies, and WHEREAS, MWDOC and its staff are willing to coordinate this process, including the issuance of a Request for Proposal as described above, the review of proposals received, the selection of a consultant, the preparation and administration of a professional services agreement with the selected consultant; and the administration of the cost sharing provisions of this Agreement; NOW, THEREFORE, in consideration of the payment of money as set forth below and the mutual promises of the Parties hereto, it is agreed: 1. Enaaaement of Consultant and Administration of Consultant Agreement MWDOC shall award a professional services agreement for the work identified in the Request for Proposals to Malcolm Pirnie ("Consultant Agreement"). MWDOC shall use its standard professional services agreement form for the Consultant Agreement and require appropriate types and limits of insurance coverage. Each CGL policy shall identify MWDOC, the Participating Agencies, and their directors, officers, agents, employees, attorneys, consultants and volunteers as additional insureds, or be endorsed to identify these parties as additional insureds using a form acceptable to MWDOC. Coverage for additional insureds shall not be limited to vicarious liability. The Consultant Agreement will require the consultant's insurer(s) to waive all rights of subrogation against MWDOC, the Participating Agencies, and their directors, officers, agents, employees, attorneys, consultants and volunteers. The Consultant Agreement will require consultant to ensure that its subconsultants, if any, provide similar insurance coverage. 2 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 1.2 MWDOC shall coordinate all aspects of the proposed work with the selected contractor and communicate with each Participating Agency, regularly and upon request of the Participating Agency, regarding the status and substance of its 2010 UWMP; 1.3 MWDOC shall make payments to the Consultant for progress payments as work proceeds. MWDOC shall withhold 10% of each progress payment in a retention fund until such time as every Participating Agency has notified MWDOC that it is satisfied with the final UWMP prepared for it by Consultant. 1.4 Each Participating Agency shall provide all documents, information and assistance requested by the selected contractor during the performance of the Consultant Agreement. 2. Cost Sharing by Participating Agencies. 2.1 MWDOC shall: 2.1.1 Collect from each Participating Agency upon execution of this Agreement the full amount of the portion of the total cost allocated to that Participating Agency in the selected contractor's proposal, as attached in Exhibit A; 2.1.2 Inform each Participating Agency of any proposed extra work under the Consultant Agreement that relates to preparation of that Participating Agency's 2010 UWMP and that would result in an increase in that Participating Agency's payment under this Agreement. MWDOC and the affected Participating Agency must both approve such extra work before MWDOC will notify Consultant to proceed on the work. 2.1.3 Be responsible for making progress payments directly to consultant from funds paid to MWDOC by Participating Agencies (see section 1.3). 2.1.4 Prepare a final accounting and distribute any remaining funds collected from the Participating Agencies back to the Participating Agencies or make a final billing payment to Participating Agencies where there are funds due. 2.2 Each Participating Agency shall: 2.2.1 Pay to MWDOC upon execution of this Agreement the full amount of the portion of the total cost allocated to that Participating Agency in the selected contractor's proposal, as attached in Attachment A; 3 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 2.2.2 Pay to MWDOC, upon approval of any extra work under the Consultant Agreement that relates to preparation of its 2010 UWMP, the full amount owed for the approved work. Each Participating Agency shall bear all costs associated with extra work it approves. 3. Accounting Upon request of any Participating Agency, MWDOC will provide copies of the selected consultant's payments requests invoices and MWDOC's payment records. 4. Independent Contractor Any consultant engaged by MWDOC on behalf of the Participating Agencies as contemplated in this Agreement will not be a party to this Agreement and will not be an employee or agent of MWDOC or any of the Participating Agencies, either as a result of this Agreement or as a result of a professional services agreement between MWDOC and the consultant. Any consultant engaged as contemplated in this Agreement will be an independent contractor to MWDOC. 5. Warranty and Indemnification MWDOC shall use its best efforts in administering the Consultant Agreement, but makes no representations, guarantees or warranties to the Participating Agencies as to the quality or timeliness of work product provided by the selected contractor pursuant to the Consultant Agreement. The Participating Agencies, and each of them, shall indemnify MWDOC, its directors, officers, employees and agents against, and will hold and save them harmless from, any and all actions, claims, penalties, obligations or liabilities, in law or in equity, of every kind or nature whatsoever, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in any manner directly or indirectly connected with the 2010 UWMPs prepared pursuant to the Consultant Agreement. As between the Participating Agencies, any costs associated with the indemnity and defense obligations set forth in the previous two sentences shall be the financial responsibility of each Participating Agency based on the same pro rata basis as the allocation of costs set forth in Section 2.1.1 herein and Exhibit A hereto. In the event MWDOC, its directors, officers, employees and agents are made a party to any action or proceeding filed in connection with a challenge to any 2010 UWMP prepared pursuant to the Consultant Agreement, the Participating Agency whose 2010 UWMP is challenged shall provide a complete defense to MWDOC, its directors, officers, employees and agents and shall reimburse MWDOC for all costs and expenses incurred as a result of the action or proceeding, including reasonable attorney's fees. 4 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 6. Notice Any notice or communication required to be given under this Agreement shall be in writing and effective when deposited, first class postage prepaid, with the United States Postal Service addressed to the contracting Parties as follows: Notices to Parties If to: 1. MWDOC Kevin P. Hunt, General Manager Municipal Water District of Orange County 18700 Ward St. P.O. Box 20895 Fountain Valley, CA 92728 2. City of Anaheim Thomas Wood, City Manager City of Anaheim City Hall East, 200 S. Anaheim Blvd. Anaheim, CA 92805 3. City of Buena Park Rick Warsinski, City Manager City of Buena Park 6650 Beach Blvd. Buena Park, CA 90622 4. City of Fullerton Chris Meyer, City Manager City of Fullerton 303 W. Commonwealth Avenue Fullerton, CA 92832-1775 5. City of Garden Grove Matthew Fertal, City Manager City of Garden Grove P.O. Box 3070 Garden Grove, CA 92842 6. City of La Palma Dominic Lazzaretto, City Manager City of La Palma 7822 Walker Street La Palma, CA 90623 7. City of Orange John Sibley, City Manager City of Orange P.O. Box 449 Orange, CA 92866 5 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 8. Serrano Water District David Noyes, General Manager Serrano Water District 18021 Lincoln Street Villa Park, CA 92861-6446 9. City of Seal Beach David Carmany, City Manager City of Seal Beach 211 8th Street Seal Beach, CA 90740 10. City of Tustin William Huston, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 11. Yorba Linda Water District Ken Vecchiarelli, General Manager Yorba Linda Water District 1717 E. Miraloma Placentia, CA 92870 12. East Orange County Water Lisa Ohlund, General Manager District East Orange County Water District 185 N. McPherson Rd. Orange, CA 92869 13. City of Fountain Valley Ray Kromer, City Manager City of Fountain Valley 10200 Slater Avenue Fountain Valle , CA 92708 14. City of Newport Beach Dave Kiff, City Manager City of Newport Beach P.O. Box 1768 Newport Beach, CA 92663 15. City of Santa Ana David Ream, City Manager City of Santa Ana P.O. Box 1988, M-24 Santa Ana, CA 92702 16. Mesa Consolidated Water Paul Shoenberger, General Manager District Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, CA 92627-3420 17. City of San Clemente George Scarborough, City Manager City of San Clemente 100 Avenida Presidio San Clemente, CA 92672 6 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 18. EI Toro Water District Robert Hill, General Manager EI Toro Water District P.O. Box 4000 Laguna Hills, CA 92654 19. South Coast Water District Michael Dunbar, General Manager South Coast Water District 31592 West Street Laguna Beach, CA 92651 20. Moulton Niguel Water Robert Gumerman, General Manager District Moulton Niguel Water District 27500 La Paz Road P.O. Box 30203 Laguna Niguel, CA 92607-0203 21. City of San Juan Capistrano Joe Tait, City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 22. Santa Margarita Water John J. Schatz, General Manager & General District Counsel Santa Margarita Water District P.O. Box 7005 Mission Viejo, CA 92690 23. City of Brea Tom O'Donnell, City Manager City of Brea 1 Civic Center Circle Brea, CA 92821 24. City of La Habra Don Hannah, City Manager City of La Habra P.O. Box 337 La Habra, CA 90633-0337 25. Laguna Beach County Renae Hinchey, General Manager Water District Laguna Beach County Water District P.O. Box 987 Laguna Beach, CA 92652 7. Jurisdiction and Venue In all matters concerning the validity, interpretation, performance, or effect of this Agreement, the laws of the State of California shall govern and be 7 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 applicable. The Parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that venue of any action brought hereunder shall be in Orange County, California. 8. Joint Drafting All parties have participated in the drafting of this Agreement. The Agreement may be signed in counterpart to facilitate processing. 9. Severability If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, the legality, validity, and enforceability of the remaining provisions shall not be affected thereby. 10. Entire Agreement This Agreement contains the entire agreement of the Parties relating to the subject matter hereof; and the Parties have made no agreements, representations, or warranties, either written or oral, relating to the subject matter hereof that are not set forth herein. Except as provided herein, this Agreement may not be modified or altered without prior written approval from both parties. IN WITNESS WHEREOF, the Parties have hereunto affixed their names as of the day and year thereinafter written, which shall be and is the effective date of This Agreement. 8 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 Execution of Agreement by Parties 1. MWDOC Date By: Kevin P. Hunt, General Manager Municipal Water District of Orange County Approved as to Form: Date By: Daniel J. Payne General Counsel 2. City of Anaheim Date By: Thomas Wood, City Manager City of Anaheim Approved as to Form: Date By: City Attorney 3. City of Buena Park Date By: Rick Warsinski, City Manager City of Buena Park Approved as to Form: Date By: City Attorney 9 Cost Sharing Agreement for 2010 UWMP 4. City of Fullerton Date By: Chris Meyer, City Manager City of Fullerton Approved as to Form: Date By: City Attorney 5. City of Garden Grove Date By: Matthew Fertal, City Manager City of Garden Grove Approved as to Form: Date By: City Attorney 6. City of La Palma Date By: Dominic Lazzaretto, City Manager City of La Palma Approved as to Form: Date By: City Attorney 10 Cost Sharing Agreement for 2010 UWMP 7. City of Orange Date By: John Sibley, City Manager City of Orange Approved as to Form: Date By: Dave DeBerry City Attorney 8. Serrano Water District Date By: David Noyes, General Manager Serrano Water District Approved as to Form: Date By: General Counsel Joel Kuperberg 9. City of Seal Beach Date By: David Carmany, City Manager City of Seal Beach Approved as to Form: Date By: City Attorney 11 Cost Sharing Agreement for 2010 UWMP 10. City of Tustin Date By: William Huston, City Manager City of Tustin Approved as to Form: Date By: City Attorney 11. Yorba Linda Water District Date By: Ken Vecchiarelli, General Manager Yorba Linda Water District Approved as to Form: Date By: General Counsel Arthur Kidman 12. East Orange County Water Date District By: Lisa Ohlund, General Manager East Orange County Water District Approved as to Form: Date By: General Counsel Joan Arneson 12 Cost Sharing Agreement for 2010 UWMP 13. City of Fountain . Valley Date By: Ray Kromer, City Manager City of Fountain Valley Approved as to Form: Date By: City Attorney 14. City of Newport Beach Date BY~ Dave Kiff, City Manager - City of Newport Beach Approved as to Form: Date By. City Attorney 15. City of Santa Ana Date ~ ` / Y• David Ream, City Manager City of Santa Ana ATTEST; Approved as to Form: / t ~ ,c'; , ~~f~ _ _ MARIA D. HU17.AF2 Date : a-~'~'~_ CLERK OF THE COUNCIL _ _ By: ~~,s,~~ City Attorney _ - 13 Cost Sharing Agreement for 2010 UWMP 16. Mesa Consolidated Date Water District By: Paul Shoenberger, General Manager Mesa Consolidated Water District Approved as to Form: Date By: Robert Anslow General Counsel 17. City of San Clemente Date By: George Scarborough, City Manager City of San Clemente Approved as to Form: Date By: City Attorney 18. EI Toro Water District Date By: Robert Hill, General Manager EI Toro Water District Approved as to Form: Date By: Gil Granito General Counsel 14 Cost Sharing Agreement for 2010 UWMP 19. South Coast Water District Date By: Michael Dunbar, General Manager South Coast Water District Approved as to Form: Date By: Betty Burnett General Counsel 20. Moulton Niguel Water District Date By: Robert Gumerman, General Manager Moulton Niguel Water District Approved as to Form: Date By: Patricia B. Giannone General Counsel 21. City of San Juan Capistrano Date By: Joe Tait, City Manager City of San Juan Capistrano Approved as to Form: Date By: City Attorney 15 Cost Sharing Agreement for 2010 UWMP 22. Santa Margarita Water District Date By: John J. Schatz, General Manager & General Counsel Santa Margarita Water District 23. City of Brea Date By: Tom O'Donnell, City Manager City of Brea Approved as to Form: Date By: City Attorney 24. City of La Habra Date By: Don Hannah, City Manager City of La Habra Approved as to Form: Date By: City Attorney 16 Cost Sharing Agreement for 2010 UWMP 25. Laguna Beach County Water Date District By: Renae Hinchey, General Manager Laguna Beach County Water District Approved as to Form: Date By: Paula Meyer General Counsel 17 a~ _ M N 10 N N /0 N iG N N t0 <O ~ ~ f~ r tD ID t0 t0 e0 O r r ~S ~ NNNNNNNNNNN MMOM 00 CO 00 ODOOf CO `pA Of NNNNNNN NNN h a000Nao NNNNNN 01 Of Of ~ ~ 1~ 01 N Q! 01 N Ol N 01 T N O 01 W M 01 01 C1 01 t0 ~ N N N r 6J M N M N N M N M N N M M N N N N N N N N N M M M M ~G W V? M to e9 e9 M v? 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Raul Godinez II - - ~ ~ ...AIL From: Executive Director Public Works Subject: COST SHARING AGREEMENT Attached are two originals of acost-sharing agreement to prepare an updated Urban Water Management Plan (UWMP). Per the California Water Code, Section 10621, the City is required to update our UWMP at least once every five years. The Municipal Water District of Or e County (MWDOC) is taking a lead role in this effort and has retained a consulting firm to pare an a ated UWMP for each agency that chooses to participate. The City's share of the c is $23,207.00 w ich is less than half the estimated price for us to proceed on our own. Please sign both copies and return to Ray Burk, Acting Water Resources Man ger, at M-85 (x-3317). Attachment ? T? r/X Cost Sharing Agreement for 2010 UWMP -Final 5-28-1 O and between: AGREEMENT FOR SHARING CONSULTANT COSTS FOR 2010 URBAN WATER MANAGEMENT PLANS THIS AGREEMENT is made and entered into as of ?o? a ? 201 O, by 1. MWDOC 2. City of Anaheim 3. City of Buena Park 4. City of Fullerton 5. City of Garden Grove 6. City of La Palma 7. City of Orange 8. Serrano Water District 9. City of Seal Beach 1 O. City of Tustin 11. Yorba Linda Water District 12. East Orange County Water District 13. City of Fountain Valley 14. City of Newport Beach 15. City of Santa Ana 16. Mesa Consolidated Water District 17. City of San Clemente 18. EI Toro Water District 19. South Coast Water District 20. Moulton Niguel Water District 21 . City of San Juan Capistrano 22. Santa Margarita Water District 23. City of Brea 24. City of La Habra 25. Laguna Beach County Water District - ,`s -___ T •_ • .""4? -i w? _::?, c-? ._ , . c _; t- r::- N Y O. (collectively "Participating Agencies" and individually "Participating Agency") and the Municipal Water District of Orange County ("MWDOC"). The Participating Agencies and MWDOC are also collectively referred to as "Parties." RECITALS WHEREAS, under California Water Code section 10621, subdivision (a), the Participating Agencies are required to update their respective Urban Water Management Plan ("UWMP") at least once every five years, on or before December 31 in years ending in five and zero; and WHEREAS, this year water agencies have an additional 6 months, or until July 1, 2011, to update their respective UWMP; and WHEREAS, each Participating Agency intends to prepare a separate 2010 UWMP for submission by July 1, 2011; and Page 1 of 32 Cost Sharing Agreement for 20'10 UWMP -Final 5-28-10 WHEREAS, the Participating Agencies share many water supply characteristics, including water sources, regional water management agencies, location, climate history, and demographics; and WHEREAS, pursuant to California Water Code section 10620, subdivision (d)(2), the Participating Agencies wish to coordinate the preparation of their 201 O UWMPs in the interest of reducing preparation costs; and WHEREAS, the Participating Agencies and MWDOC desire to cooperate with each other to obtain economies of scale and thereby reduce preparation costs for each of the Participating Agencies; and WHEREAS, MWDOC and the Participating Agencies have jointly prepared and agreed to a Scope of Work that was incorporated into a Request for Proposals that was sent to a number of competent Consulting Firms, two of which submitted proposals which were reviewed by a working group of the Participating Agencies who recommended selection of Malcolm Pirnie as the successful consultant to prepare Urban Water Management Plans for the Participating Agencies, and WHEREAS, MWDOC and its staff are willing to coordinate this process, including the issuance of a Request for Proposal as described above, the review of proposals received, the selection of a consultant, the preparation and administration of a professional services agreement with the selected consultant; and the administration of the cost sharing provisions of this Agreement; NOW, THEREFORE, in consideration of the payment of money as set forth below and the mutual promises of the Parties hereto, it is agreed: 1 . EnoaAement of Consultant and Administration of Consultant Agreement MWDOC shall award a professional services agreement for the work identified in the Request for Proposals to Malcolm Pirnie ("Consultant Agreement"). MWDOC shall use its standard professional services agreement form for the Consultant Agreement and require appropriate types and limits of insurance coverage. Each CGL policy shall identify MWDOC, the Participating Agencies, and their directors, officers, agents, employees, attorneys, consultants and volunteers as additional insureds, or be endorsed to identify these parties as additional insureds using a form acceptable to MWDOC. Coverage for additional insureds shall not be limited to vicarious liability. The Consultant Agreement will require the consultant's insurer(s) to waive all rights of subrogation against MWDOC, the Participating Agencies, and their directors, officers, agents, employees, attorneys, consultants and volunteers. The Consultant Agreement will require consultant to ensure that its subconsultants, if any, provide similar insurance coverage. Z Page 2 of 32 Cost Sharing Agreement for 20'10 UWMP -Final 5-28-10 1 .2 MWDOC shall coordinate all aspects of the proposed work with the selected contractor and communicate with each Participating Agency, regularly and upon request of the Participating Agency, regarding the status and substance of its 201 O UWMP; 1 .3 MWDOC shall make payments to the Consultant for progress payments as work proceeds. MWDOC shall withhold 1 O% of each progress payment in a retention fund until such time as every Participating Agency has notified MWDOC that it is satisfied with the final UWMP prepared for it by Consultant. 1.4 Each Participating Agency shall provide all documents, information and assistance requested by the selected contractor during the performance of the Consultant Agreement. 2. Cost Sharino by Participating Agencies. 2.1 MWDOC shall: 2.1 .1 Collect from each Participating Agency upon execution of this Agreement the full amount of the portion of the-total cost allocated to that Participating Agency in the selected contractor's proposal, as attached in Exhibit A; 2.1 .2 Inform each Participating Agency of any proposed extra work under the Consultant Agreement that relates to preparation of that Participating Agency's 201 O UWMP and that would result in an increase in that Participating Agency's payment. under this Agreement. MWDOC and the affected Participating Agency must both approve such extra work before MWDOC will notify Consultant to proceed on the work. 2.1 .3 Be responsible for making progress payments directly to consultant from funds paid to MWDOC by Participating Agencies (see section 1.3). 2.1 .4 Prepare a final accounting and distribute any remaining funds collected from the Participating Agencies back to the Participating Agencies or make a final billing payment to Participating Agencies where there are funds due. 2.2 Each Participating Agency shall: 2.2.1 Pay to MWDOC upon execution of this Agreement the full amount of the portion of the total cost allocated to that Participating Agency in the selected contractor's proposal, as attached in Attachment A; 3 Page 3 of 32 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 2.2.2 Pay to MWDOC, upon approval of any extra work under the Consultant Agreement that relates to preparation of its 201 O UWMP, the full amount owed for the approved work. Each Participating Agency shall bear all costs associated with extra work it approves- 3. Accounting Upon request of any Participating Agency, MWDOC will provide copies of the selected consultant's payments requests invoices and MWDOC's payment records. 4. Indeoendent Contractor Any consultant engaged by MWDOC on behalf of the Participating Agencies as contemplated in this Agreement will not be a party to this Agreement and will not be an employee or agent of MWDOC or any of the Participating Agencies, either as a result of this Agreement or as a result of a professional services agreement between MWDOC and the consultant. Any consultant engaged as contemplated in this Agreement will be an independent contractor to MWDOC. 5. Warranty and Indemnification MWDOC shall use its best efforts in 'administering the Consultant Agreement, but makes no representations, guarantees or warranties to the Participating Agencies as to the quality or timeliness of work product provided by the selected contractor pursuant to the Consultant Agreement. The Participating Agencies, and each of them, shall indemnify MWDOC, its directors, officers, employees and agents against, and will hold and save them harmless from, any and all actions, claims, penalties, obligations or liabilities, in law or in equity, of every kind or nature whatsoever, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in any manner directly or indirectly connected with the 201 O UWMPs prepared pursuant to the Consultant Agreement. As between the Participating Agencies, any costs associated with the indemnity and defense obligations set forth in the previous two sentences shall be the financial responsibility of each Participating Agency based on the same pro rata basis as the allocation of costs set forth in Section 2.1 .1 herein and Exhibit A hereto. In the event MWDOC, its directors, officers, employees and agents are made a party to any action or proceeding filed in connection with a challenge to any 201 O UWMP prepared pursuant to the Consultant Agreement, the Participating Agency whose 201 O UWMP is challenged shall provide a complete defense to MWDOC, its directors, officers, employees and agents and shall reimburse MWDOC for all costs and expenses incurred as a result of the action or proceeding, including reasonable attorney's fees. 4 Page 4 of 32 Cost Sharing Agreement for 20'10 UWMP -Final 5-28-10 6. Notice Any notice or communication required to be given under this Agreement shall be in writing and effective when deposited, first class postage prepaid, with the United States Postal Service addressed to the contracting Parties as follows: Notices to Parties If to: 1. MWDOC Kevin P. Hunt, General Manager Municipal Water District of Orange County 18700 Ward St. P.O. Box 20895 Fountain Valley, CA 92728 2. City of Anaheim Thomas Wood, City Manager City of Anaheim City Hall East, 200 S. Anaheim Blvd. Anaheim, CA 92805 3. City of Buena Park Rick Warsinski, City Manager City of Buena Park 6650 Beach Blvd_ Buena Park, CA 90622 4. City of Fullerton Donald Hoppe, Director of Engineering City of Fullerton 303 W. Commonwealth Avenue Fullerton, CA 92832-1775 5. City of Garden Grove Matthew Fertal, City Manager City of Garden Grove P.O. Box 3070 Garden Grove, CA 92842 6. City of La Palma Dominic Lazzaretto, City Manager City of La Palma 7822 Walker Street La Palma, CA 90623 7. City of Orange John Sibley, City Manager City of Orange P.O. Box 449 Orange, CA 92866 5 Page 5 of 32 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 8. Serrano Water District David Noyes, General Manager Serrano Water District 18021 Lincoln Street Villa Park, CA 92861-6446 9. City of Seal Beach David Carmany, City Manager City of Seal Beach 21 1 8`" Street Seal Beach, CA 90740 1 O. City of Tustin William Huston, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 1 1 . Yorba Linda Water District Ken Vecchiarelli, General Manager Yorba Linda Water District 1717 E. Miraloma Placentia, CA 92870 12. East Orange County Water Lisa Ohlund, General Manager District East Orange County Water District 185 N. McPherson Rd. Orange, CA 92869 13. City of Fountain Valley Ray Kromer, City Manager City of Fountain Valley 10200 Slater Avenue Fountain Valle CA 92708 14. City of Newport Beach Dave Kiff, City Manager City of Newport Beach P.O. Box 1768 Newport Beach, CA 92663 15. City of Santa Ana David Ream, City Manager City of Santa Ana P.O. Box 1988, M-24 Santa Ana, CA 92702 16. Mesa Consolidated Water Paul Shoenberger, General Manager District Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, CA 92627-3420 17. City of San Clemente George Scarborough, City Manager City of San Clemente 100 Avenida Presidio San Clemente, CA 92672 Page 6 of 32 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 18. EI Toro Water District Robert Hill, General Manager EI Toro Water District P.O. Box 4000 Laguna Hills, CA 92654 19. South Coast Water District Michael Dunbar, General Manager South Coast Water District 31592 West Street Laguna Beach, CA 92651 20. Moulton Niguel Water Robert Gumerman, General Manager District Moulton Niguel Water District 27500 La Paz Road P.O. Box 30203 Laguna Niguel, CA 92607-0203 21. City of San Juan Capistrano Joe Tait, City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 22. Santa Margarita Water John J. Schatz, General Manager 8? General District Counsel Santa Margarita Water District P.O_ Box 7005 Mission Viejo, CA 92690 23. City of Brea Tom O'Donnell, City Manager City of Brea 1 Civic Center Circle Brea, CA 92821 24. City of La Habra Don Hannah, City Manager City of La Habra P.O. Box 337 La Habra, CA 90633-0337 25. Laguna Beach County Renae Hinchey, General Manager Water District Laguna Beach County Water District P.O. Box 987 Laguna Beach, CA 92652 7. Jurisdiction and Venue In all matters concerning the validity, interpretation, performance, or effect of this Agreement, the laws of the State of California shall govern and be 7 Page 7 of 32 Cost Sharing Agreement for 20'10 UWMP -Final 5-28-10 applicable. The Parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that venue of any action brought hereunder shall be in Orange County, California. 8. Joint Drafting All parties have participated in the drafting of this Agreement. The Agreement may be signed in counterpart to facilitate processing. 9. Severability If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, the legality, validity, and enforceability of the remaining provisions shall not be affected thereby. 1 O. Entire Aoreement This Agreement contains the entire agreement of the Parties relating to the subject matter hereof; and the Parties have made no agreements, representations, or warranties, either written or oral, relating to the subject matter hereof that are not set forth herein. Except as provided herein, this . Agreement-may not be modified or altered without prior written approval from both parties. IN WITNESS WHEREOF, the Parties have hereunto affixed their names as of the day and year thereinafter written, which shall be and is the effective date of This Agreement. $ Page 8 of 32 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 Execution of Agreement by Parties 1. MWDOC Date i By: Kevin .Hunt, Gen ral M Wage Municipal Water District of Orange County Approved as to Form: Date ?-`-?-/ ? By: S ?--- Daniel J. Payne General Counsel 2. City of Anaheim Date By: Thomas Wood, City Manager City of Anaheim Approved as to Form: Date By: City Attorney 3. City of Buena Park Dat NON PARTICIPANT By: Rick Warsinski, Cit Hager City of Buena Park Approved as to Form: Date By: City Attorney 9 Page 9 of 32 Cost Sharing Agreement for 20'1 O UWMP -Final 5-28-'10 Exenut"ton of Agreement by Parties 1. MWDOC Date By: Kevin P_ Hunt; General Manager Municipal Water District of Orange County Approved as to Form: Date By: Daniel J. Payne General Counsel 2. City of Anaheim .Date ? ? 3 0 ? ra = ATTE By Thomas - od, City Manager City of Anaheim By Approved as to Form: Lndai IV, Ah eL Date E•? / 1? ?? ? City Gierk sy: t?Z??4 ??? ?_ city Attorney 3. City of Buena park Da NON PARTICIPANT sy: Rick 1/Varsinski, Ci anager City of 13wena Park Approved as Yo Form: Date By: City Attorney y Page ? O of 32 Cost Sharing Agreement for 2010 UWMP -Final 5-28-10 4. City of Fullerton Date G ?? ( - (C? B??? Donald Hoppe, Direc o f Engineering City of Fullerton Approved as to For m: / Date ?°( Z3 1 ? By: City Att rney 5. City of Garden Grove Date By: Matthew Fertal, City Manager City of Garden Grove Approved as to Form: Date By: City Attorney 6. City of La Palma Date By: Dominic Lazzaretto, City Manager City of La Palma Approved as to Form: Date By: City Attorney 1 ? Page 11 of 32 Cost Sharing Agreement for 201 O UWMP - Flnal 5-28-10 4. City of Fullerton Date By: Chris Meyer, City Manager City of Fullerton Approved as to Form: Date By: City Attorney 5. City of Garden Grove Date ? / O?/ O -T? By: Siam J. Dalton, M or City of Garden Grove Approve= to Form: Date`- z/ b By: City Attorney Attest: Date Q7??? ia?ap\+O By: City Cle 6. City of La Palma Date By: Dominic Laz.zaretto, City Manager City of La Palma Approved as to Form: Date Page 12 of 32 10 Cost Sharing Agreement for 20'10 UWMP 4. City of Fullerton Date By: Chris Meyer, City Manager City of Fullerton Approved as to Form: Date By: City Attorney 5. City of Garden Grove Date By: Matthew Fertal, City Manager City of Garden Grove Approved as to Form: Date By: City Attorney 6. City of La Palma June 15, 2010 Date v: ? .??? Domi zaretto, manager City of La Palma Approved as to Form: Date ? ?3 /u/! ? By: City orney 10 Page 13 of 32 Cost Sharing Agreement for ZO'10 UWMP 7. City of Orange l Date 6 /9?/b By: Joh Sibl Ci Manager City f Or ?ge Approved as to Form: Date By: Dave DeBerry City Attorney 8. Serrano Water District Da NON PARTICIPANT By. David Noyes, Gen 1 Manager Serrano Water Distric Approved as to Form: Date By: General Counsel Joel Kuperberg 9. City of Seal Beach Date By: David Carmany, City Manager City of Seal Beach Approved as to Form: Date By: City Attorney 11 Page 14 of 32 -,? Cost Sharing Agreement for 2010 UWMP 7. Cily of Orange Date By: John Sibley, Clty Manager City of Orange ' Approved as to Form: Date 6y: Dave DeBerry City Attorney 8. Serrano Water District Da .NON PARTICIPANT By: David Noyes, Gen Manager - _ Serrano Water Distric Approved as to Form: Date By: General Counsel Joet Kuperberg 9. City of Seal Beach Date By: ?_'l David Carman ,City Manager City of Seal Beach Approved as to Form: Date i2-/+s/co By: City Atto ey 11 Page 1 S of 32 Cost Sharing Agreement for 2010 UWMP 1 O. City of Tustin ?0 ?l?\ l Date 7 ? L7 -' ti _ By: William Huston, City Manager City of Tustin Approved as to Form: Date ? - ?-t9 ?O By: `'? ' City Attorney 11. Yorba Linda Water District Date BY: Ken Vecchiarelli, General Manager Yorba Linda Water District Approved as to Form: Date By: General Counsel Arthur Kidman 12. East Orange County Water Date District By: Lisa Ohlund, General Manager East Orange County Water District Approved as to Form: Date By: General Counsel Joan Arneson 12 Page 16 of 32 Coat Sharing Agreement for 20'1 O UWMP 1 O. City of Tustin Date By: William Huston. City Manager City of Tustin Approved as to Form: Date By: City Attorney 11. Yorba Linda Water District Date o Ken Vecchlarelli, General Manager Yorba Linda Water District Approved as to Form: Date - b B i General Counsel Arthur Kidman 12. East Orange County Water Date District By: Lisa Ohlund. General Manager East Orange County Water District Approved as to Form: Data By: General Counsel Joan Arneson 12 Page ? 7 of 32 Cost Sharing Agreement for 2010 UWMP -Final 5-28-1 O By: City Ariorney 1 O. City of Tustin Date sy: William Huston, Gity Manager City of Tustin Approved as to Form: Date By: Clty Attorney 11. Yorba Linda Water District Date By: Ken Vecchiareill, General Manager -- Yorba Linda Water Dlatrict Approved as to Form: Date ey: General Counsel Arthur Kidman 12. East Orange 5? County Water f? io Date District sy: Lisa Oiy? nd, General Manager East Orange County Water District Approved as to Form: ? ?? ? D "??` ate + 12 Page 18 of 32 Cost sharing Agreement for 2010 UWMP - Flnal 5-28-10 By: Ge ral Counsel J n Arneson 13. Cily of Fountain Valley Date By: Ray Kromer, City Manager City of Fountain Valley Approved as to Form: Data By: City Attorney 14. City of Newport Beach. Data By: Dava Kiff, City Manager City of Newport Beach Approved as to Form: Date By: City Attorney ? 5. City of Santa Ana Date By: David Ream, City Manager City of Santa Ana Approved as to Form: 13 Page 19 of 32 Cost Sharing Agreement for 2010 UWMP 13. City of Fountain Valley Date ?^- ? ? - `? BY: Ra er, city Manager Ci of F untain Valley Approved as to Form: Date f? ? ??Ya By: City Attorney 14. City of Newport Beach Date By: Dave Kiff, City Manager City of Newport Beach Approved as to Form: Date By: City Attorney 15. City of Santa Ana Date By: David Ream, City Manager City of Santa Ana Approved as to Form: Date By: City Attorney 13 Page 20 of 32 Cost Sharing Agreement for 2010 UWMP 1 3. City of Fountain Valley Date By: Ray Kromer, City Manager City of Fountain Valley Approved as to Form: Data By: City Attorney 14. City of Newport Beach Date ial3a/ aoiu ATTEST : By: ? G,`L,/?? y Dave ff, City Mana??r ? City of Newport Beach By: Lei ani I . Brow Approved as to Form: City Clerk /// / /? / Date ?. ??'// ??CWPgR? r T tJ ? City Attorney ?L ?P' Santa Ana Date By: David Ream, City Manager City of Santa Ana Approved as to Form: Date By: City Attorney 13 Page 21 of 32 Cost Sharing Agreement for 2010 UWMP 13. City of Fountain Valley ' - Date By. Ray Kromer, City Manager City of Fountain Valley Approved as to Form: Date By: City Attomey - . 74. CFty of. Newport Beach Date , By: Dave Kiff, City Manager City of Newport Beach Appraised as to Form: Date By: City Attomey 15. City ofi Santa Ana l4 D ? Z ? ate - ' - "may: .i David Ream, Ci Manager - City of Santa Ana ATTEST; Approved as to Form: ????-???/ MARIA D. HULZAR. ?? - -'"" /C7 ' " " ' ' CLERK OF THE COUNCIL By: . r .. ' l-?? ?S r6/?eti't?? ity Attorney " - - 13 Page 22 of 32 Cost Sharing Agr@ement for 2010 UWMP 16. Mesa Consolidated Water District Date t? Y 10 By: Paul hoen per a anager Mesa Consolidated ter District Approved as to Form: Date ?'c_t,lU E 8 ? 2a l a By. ?d?????? RobertAnslow-PAtt/?9C?(Z-$ew?8? ARl?J?64??Wili?6 General Counsel & 61ANl?ks/V? . 17. City of San Clemente Date By: George Scarborough, City Manager City of San Clemente Approved as to Form: Date By: City Attorney 18. EI Toro Water District Date sy: Robert Hill, General Manager EI Toro Water District Approved as to Form: Date By: Gil Granito General Counsel 14 Page 23 of 32 Cost Sharing Agreement for 2010 UWMP 16. Mesa Consolidated Water District Date By: Paul Shoenberger, General Manager Mesa Consolidated Water District Approved as to Form: Date By: Robert Anslow General Counsel 17. City of San Clemente Date m 1 t0 BY= Geor e b ro C? y anager Clty a 1 nt Approved s to Form: Date '7 f6 l t o By: City Att rn y 18. EI Toro Water District Date By: Robert Hill, General Manager EI Toro Water District Approved as to Form: Date ey: Gil Granito General Counsel 14 Page 24 pf 32 Cost Sharing Agreement for 2010 UWMP 16. Mesa Consolidated Water District Date By: Paul Shoenberger, General Manager Mesa Consolidated Water District Approved as to Form: Date By- Robert Anslow General Counsel 17. City of San Clemente Date By: George Scarborough, City Manager City of San Clemente Approved as to Form: Date ey: City Attorney 18. EI Toro Water District Date 7? ?/ O By: e ?? l? Robert Hill, Genera Manager EI Toro Water District Approved as to Form: Date _ ? Dc.,t? /S /R d/D C By: ?_C.L? Gil Granit General Counsel 14 Page 25 of 32 Cost Sharing Agreement for 2010 UWMP 19. South Coast Water Distrlct Date ? I t By: /??? Michael Dunbar, General Manager South Coast Water District Approved as to Form: Date ? ? 3 ° ??-" ? U By:? Betty Burnett General Counsel 20. Moulton Niguel Water District Date- . By: Robert Gumerman, General Manager Moulton Niguel Water District Approved as to Form: Date By: Patrlcfa B. Giannone General Counsel 21. Cily of San Juan Capistrano Date By. Joe Talt, City Manager City of San Juan Capistrano Approved as to Form: Date By: City Attorney 15 Page 26 of 32 Cost Sharing Agreamont for 2010 UWMP 19. South Coast Water District Date By: Michael Dunbar, General Manager South Coast Water District Approved as to Form: Date ?. By: Betty Burnett General Counsel 20. Moulton Niguel ,,// Water District Date /1lyti? ?" . ??O/G By: ?? ? Robert Gumerman, General Manager Moulton Niguel Water District Approved as to Form: 31 ? ? i a Date / ' G ` y Pat icier B. Giannone die, /i?e?? wi??/?? General Counsel 21. City of San Juan Capistrano Date By: Joe Tait, City Manager Clty of San Juan Capistrano Approved as to Form: Date By: City Attorney 15 Page 27 of 32 Cost Sharing Agreement for 2070 UWMP 19. South Coast Water District Date By: Michael Dunbar, General Manager South Coast Water District Approved as to Form: Date By: Betty Burnett General Counsel 20. Moulton Niguel Water District Date By: Robert Gumerman, General Manager Moulton Niguel Water District Approved as to -Form: Date By: Patricia B. Giannone General Counsel 21 . City of San Juan Capistrano Date ????0 By: ?? Joe Tait, Ci Manager City Juan Capistrano Approved as to Form: Data ?p'-'?`?? By. City Attorney 15 Page 28 of 32 Cost Sharing Agreement for 2010 UWMP 22. Santa Margarita Water Di"strict Date By: John . Sch ,General dd Hager 8 General Counsel Sant Margarita Water District 23. City of Brea Date By: Tom O'Donnell, City Manager City of Brea Approved as to Form: Date By: City Attorney 24. City of La Habra Date By: Don Hannah, City Manager City of La Habra Approved as to Form: Date By: City Attorney 16 Page 29 of 32 Cost Sharing Agroamont for X070 191fiff.'IP Santa fvlargarlla Water Ofstrsct Data 23. City of 6rc?a _ ... 2a. ay. ? John J. Sohatz, General Msnaper 8. General Courssel ^sarrta Mary7arfta Water DisAricl Dale _ _ / - / '{i? - ?!J ----- Torn O'Dorrnetl. City iutenegor Gty of Brea Apprcrve?ri as to Form: Dale g / r i By: _ , c- nttomey , Date may- - - ---- -.. ----- __ ._.. Don Hsnrrah, Ciiy M onager Ci[y of la hlabrra Approved as to Form: Gale may- - ----- - _-_ - - - clty Auvrriey 16 Page 30 of 32 Cost Sharing Agreement for 2070 UWMP 22. Santa Margarita Water District Date By: John J. Schatz, General Manager & General Counsel Santa Margarita Water District 23. City of Brea Date By: Tom O'Donnell, City Manager City of Brea Approved as to Form: Date By: City Attorney 24. City of La Habra Date Cv???llO BY Don Hannah, City Manager City of La Habra Approved as to Form: b ?zS ??? Dat Y= City ttorney 16 Page 31 of 32 0 OO N R C LL d 0 r N L C d d Q C R L N H O U "S e+f N N ?O N N N N N t° N N N ?N p N N N N fD N tD N x; X; A O - ?O m ?O - ?O b ?O O A A m q S N N N - - - - - m m N m Vf ? L' 03 2 - O Q °i 6J A + °i N Oi p i N m N - - N N - Oi tai °4 A m m t0 V N N N + J 4 s f N O N N Nf N - N N O N N N N - N N N - N N O O ?f J i 4 q g q q q q q q q q q q g q q q g q q q q q q q q _ 0 ? 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