HomeMy WebLinkAboutMUNICIPAL WATER DISTRICT OF ORANGE COUNTY (12) Docusign Envelope ID:56F5B9B3-CE4D-4E2F-8071-A7E9FBAAD86B A-2025-154
INSURANCE MDT REQUIRED
WORK PAY PROCEED
CITY CLIr tK
DATE. , P 3 0 2025
MASTER AGREEMENT FOR SHARED PROGRAMS AND SERVICES BETWEEN
THE MUNICIPAL WATER DISTRICT OF ORANGE COUNTY & THE CITY OF
ge2ioli ckcv (4z) SANTA ANA
This Master Agreement for Shared Programs and Services Between the Municipal Water
District of Orange County&the City of Santa Ana ("Agreement") is made and entered into as of
1 st day of September, 2025, or as of the last day execilted below, whichever is later ("Effective
Date"), by and between the Municipal Water District of Orange County ("MWDOC") and the
City of Santa Ana ("City") to provide for participation by the City in various programs and
services administered by MWDOC, as described herein. The City and MWDOC are referred to
jointly as "Parties" and individually as "Party."
RECITALS
WHEREAS, the Parties are both member agencies of the Metropolitan Water District of
Southern California ("Metropolitan") and have many common interests related to water activities,
programs, and organizations within Orange County;
WHEREAS, the Parties share many water planning characteristics, including location,
climate history,demographics, water sources, water supplies, and demand management measures;
WHEREAS, the Parties share a long and successful history of collaborating on water
resource activities, planning analysis and reports, water use efficiency programs, and other joint
efforts;
WHEREAS, the Parties previously entered into a Master Agreement for Shared Programs
and Services Between the Municipal Water District of Orange County&the City of Santa Ana on
June 21, 2022, and desire to enter into a new agreement for the same purpose;
WHEREAS, the Parties desire to continue to cooperate and pool resources to obtain
economies of scale on joint studies and programs, share information developed independently,
simplify the process of implementing water use efficiency measures, and maximize grant funding
for all of these activities; and
WHEREAS, the Parties have prepared this Agreement to continue consolidating and
streamlining the contracting procedures required for MWDOC's administration of, and the City's
participation in, the programs and services referenced herein;
NOW, THEREFORE, the Parties agree as follows:
1. Water Use Efficiency Programs ("WUE Programs")
1.1 Notice Procedures
1.1.1 Subject to the limitations set forth in this section, the Parties shall work
together to make WUE Programs available to water users throughout the City's water service area.
In general, the City will have access to the same "choice", or pay-for-service, WUE Programs that
are currently available to MWDOC member agencies. Within thirty (30) days of the Effective
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Date, MWDOC shall send a written notice to the City listing all available WUE Programs and the
requirements for each,along with enrollment forms for participation in those WUE Programs.This
written notice shall contain the estimated costs of the WUE Program as well as that program's
specific requirements and terms and conditions. Thereafter, MWDOC shall provide a written
notice with this information for every upcoming fiscal year at the time of MWDOC's budget
preparation or within thirty (30) days of new information being made available to MWDOC by
Metropolitan. The notices to be provided by MWDOC shall be referred to herein as the WUE
Program Notice. MWDOC shall also provide the City with any other information or documents
that are required for participation in WUE Programs or reasonably requested by the City in
connection with WUE Programs. For each fiscal year, the City shall review the WUE Program
Notice and choose the WUE Programs and the level of its participation that the City deems
beneficial. In connection with the foregoing,the City will notify MWDOC in writing by indicating
in the WUE Program Notice the level of the City's participation in any WUE Program for each
fiscal year ("WUE Participation Notice).
1.1.2 If anew WUE Program is introduced or a material amendment is made to
an existing WUE Program during a fiscal year, MWDOC shall provide the City with a written
notice thereof("Amended WUE.Program Notice")as soon as reasonably possible prior to the date
the new program or amendment is scheduled to commence. This Amended WUE Program Notice
shall contain the program's specific requirements and terms and conditions and any costs that may
be ascertainable at such time. Within thirty (30) days of receiving the Amended WUE Program
Notice, the City will notify MWDOC in writing whether the City will participate in the new or
amended WUE Program and the level of its participation("Amended WUE Participation Notice").
1.1.3 Except to the extent of the elections made in the WUE Participation Notice
and the Amended WUE Participation Notice, the City shall have no obligation to participate in
any WUE Program, including, but not limited to, any obligation to provide financial contribution
to such program.
1.1.4 The City understands that specific requirements and terms of conditions
may apply to each WUE Program that the City chooses to participate in and agreeing to such
requirements and terms and conditions is a prerequisite to the City's participation in such WUE
Programs. In connection with the foregoing, MWDOC shall provide the City with all applicable
specific requirements and terms and conditions in a WUE Program Notice or Amended WUE
Program Notice.
I.1.5 The City understands that by entering into this Agreement it agrees to pay
MWDOC for its proportionate share of MWDOC's costs for administering MWDOC's WUE
Program based on and to the extent of the City's level of participation as more particularly
described in Section 1.8. If the City elects to participate in any or all MWDOC WUE Programs,
MWDOC will invoice the City for such costs as described in Section 1.8.
1.1.6 The City is responsible for monitoring its level of participation in any WUE
Program and is responsible for payment of all funding contributions required of the City by the
WUE Program as authorized by a WUE Participation Notice or Amended WUE Participation
Notice. In connection therewith, MWDOC is not responsible for any of the City's required
payments or fuunding contributions even if they are above any cost estimate or the City's budgeted
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amounts authorized by a WUE Program Notice or Amended WUE Program Notice, except
pursuant to the results of an audit by the City under Section 8.3.
1.1.7 In the event a WUE Program is terminated early, City is responsible for
payment of any funding contributions required by the WUE Program to the extent of applications
initiated prior to the effective date of the termination. For purposes of the preceding sentence, an
application is deemed initiated when an application has been received by Metropolitan's rebate
vendor, by MWDOC, or a reservation has been made within any ofMWDOC's online application
portals that is pursuant to any of the WUE Programs described within this Agreement.
1.1.8 Notwithstanding any other provision of this Agreement, MWDOC
providing funds for any of the MWDOC WUE Programs is conditioned upon the availability of
funds and MWDOC is under no obligation to provide funding to City for any WUE Program if
MWDOC determines, in its own discretion, that such funding is exhausted, reduced, eliminated,
or unavailable from any funding source,for any reason. In the event MWDOC determines funding
for a WUC Program has been exhausted,reduced or unavailable,it will notify the City immediately
and City may terminate its participation in that affected WUE Program upon MWDOC's receipt
of the City's written notice.
1.2 WUE Programs Availability
1.2.1 Subject to the limitations set forth herein, the Parties agree that the WUE
Programs chosen by the City for participation in the City's WUE Participation Notice or Amended
WUE Participation Notice, shall be made available throughout the City's water service area for the
Term,without the need for a separate agreement between the Parties in addition to this Agreement.
1.2.2 MWDOC shall involve the City in the WUE Program marketing to occur
within the City, and the City agrees to assist in the marketing of WUE Programs it participates in
under this Agreement; provided, City may terminate any MWDOC marketing efforts within the
City's water service area which City deems contrary to its best interests. If any marketing efforts
will extend to areas outside of the City's water service area., MWDOC will work with the City to
address City's concerns. In those cases where MWDOC and City do not reach a mutually
acceptable compromise, MWDOC will make all reasonable efforts to remove the City from such
objectionable marketing efforts at the City's written request.
1.3 Grant Funding
1.3.1 Subject to any grant requirements and conditions, Grant fielding obtained
by MWDOC for WUE Programs may be made available to end water users within the City's water
service area. In order for end water users within the City to be eligible to receive such grant funds
from MWDOC, MWDOC will provide the City with the applicable grant terms and conditions
and, if acceptable to the City, the City will provide MWDOC written notice of its acceptance of
those terms and conditions. The administration of any MWDOC grant funding will be on a
program-by-program basis, contingent upon the terms and conditions of each program.
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1.4 MWDOC-Administered Programs.
1.4.1 From time to time, funding may be made available from Metropolitan for
MWDOC to operate a customized local water conservation incentive program or programs
("MWDOC Administered" or"MAA Program") in its service area, with access to the .Metropolitan
base incentives for such. As City is also a Metropolitan member agency, in order for MWDOC to
administer the MAA Program for City, City would be required to apply to Metropolitan separately
for funding. If the City desires MWDOC to administer an MAA Program, City will provide
MWDOC a WUE Participation Notice or an Amended WUE Participation Notice. In such cases,
MWDOC will administer the MAA Program for City and invoice City for activity in City's service
area. City will reimburse MWDOC for any activity, and the City is also responsible for seeking
and securing reimbursement directly from Metropolitan, Specific terms and conditions will be
provided by MWDOC to the City in the annual WUE Program Notice or an Amended WUE
Program Notice.
1.5 Supplemental Funding
1.5.1 If the City elects to provide supplemental funding or enhanced incentives
for a WUE Program provided under this Agreement,the City is responsible for tracking the use of
and the remaining availability of such supplemental funds. MWDOC will assist in every
reasonable way,but the ultimate responsibility for tracking all City funding is the responsibility of
City, and City is responsible for any overuse of City funding. Supplemental funding designations
should be indicated in the WUE Participation Notice or Amended WUE Participation Notice. In
the event any City-provided funding for any WUE Program is exhausted, and the City does not
elect to add additional funding or transfer available funding from another WUE Program,
MWDOC will discontinue offering the additional rebate funding for that Program in the City's
service area.
1.5.2 City may also choose to provide additional supplemental funding of its own
to augment the Metropolitan base incentives offered through SoCal Watedmart. City will
coordinate any such supplemental funding directly with.Metropolitan.
I.6 Installation Verification and Inspection
1.6.1 The City shall be responsible for conducting installation
verifications/inspections of items and devices installed,distributed, and/or rebated pursuant to this
Agreement to ensure compliance with program requirements,and/or for paying all costs associated
with this verification/inspection. Installation verification/inspection measures shall conform with
MWDOC's Inspection and Verification Procedures attached hereto as Exhibit A ("Inspection and
Verification Procedures") and incorporated herein by reference.
1.6.2 In connection with any selected WUE Programs that require installation
verifications/inspection and to ensure compliance with program requirements, the City may elect
to (1) conduct its own installation veri fit cation sh nspections by either utilizing its in-house staff or
contracting with a third-party vendor of its choice; or (2) utilize MWDOC's installation
verification/inspection contractor to conduct the installation verification/inspections. MWDOC
shall invoice the City monthly for any such inspection costs incurred by MWDOC on behalf of the
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City. In addition to the direct costs to MWDOC, reasonable staff time and overhead attributable to
the verification/inspection services may be invoiced to the City.
1.6.3 Notwithstanding any other provision in this Agreement, City understands
and agrees that if City utilizes MWDOC's verification/inspection vendor that MWDOC is in no
way liable or responsible for the acts or omissions of such vendor and makes no representations
or warranties regarding the quality of such vendor's work. City's sole recourse as to any action,
claims, or damages arising out of the acts or omissions of MWDOC's verification/inspection
vendor is with the vendor and not with MWDOC.
1.6.4 MWDOC reserves the right to conduct installation verification/inspection
of items and devices within the City's service area that are installed in connection with a WUE
Program covered by this Agreement.
1.6.5 In connection with any WUE Program covered by this Agreement, the City
acknowledges that any item or device receiving funding from Metropolitan may be subject to an
installation verification/inspection to be performed by Metropolitan, or its agent(s), at
Metropolitan's discretion.
1.6.6 The City shall promptly refund. to MWDOC any amounts paid under any
WUE Program for installed or distributed items or devices, including any grant funds, in the event
MWDOC or Metropolitan establishes via installation verification/inspection and/or audit that the
program items or devices were not installed in compliance with the requirements set forth in the
Inspection and Verification Procedures and this Agreement. If the inspection/installation
verification is conducted prior to the payment/rebate being issued to the customer, the customer
may, at the discretion of MWDOC and/or MET, be offered an opportunity to remedy any
installation deficiencies in order to receive the maximum eligible rebate. Installation deficiencies
discovered post-payment will be addressed on a case-by-case basis and may require the
reimbursement of any payment/rebate previously issued.
1.6.7 For this section 1.6, "items" and "devices" include, but are not limited to,
plumbing fixtures, irrigation devices,turf(removal and replacement), and any other items,devices
or materials that are installed in connection with a WUE Program covered by this Agreement.
1.6.8 At the time this Agreement is made, both the Turf Removal Program and
the Spray to Drip Rebate Program require inspection services from the City.
1.7 .Program With Matching Contribution Requirement
1.7.1 From time to time, WUE Programs may be developed that require a
matching contribution from the City in order for the City to participate in such WUE Programs.
1.7.2 The amount of local match funding required for a particular device or
program will be determined by the availability of other funding, and the City's share of the local
match funding will be set forth in the WUE Program Notice or Amended WUE Program Notice.
1.8 WUE Program Cost Allocation and Invoicing
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1.8.1 During its annual budget process, MWDOC shall allocate to the City a
proportionate share of MWDOC's estimated WUE Program costs ("Choice Costs"). This share of
MWDOC's estimated WUE Program costs shall be determined by dividing the total outside
funding provided during the previous calendar year to WUE Program participants within the City's
service area by the total outside funding provided during the previous calendar year to WUE
Program participants within the service area of all MWDOC member agencies and other agency
participants. That percentage is then applied to MWDOC's total WUE "choice" program budget,
including personnel and overhead costs.An example of the annual reconciliation process is shown
in Exhibit C.
1.8.2 MWDOC shall invoice the City for Choice Costs,which do not include the
WUE Program administration and funding costs described below in Section 1.8.4, no later than
September 30 of each year, and the City shall pay the amount due within forty-five (45) days of
receipt of the invoice. MWDOC must be notified of any disputed invoice within thirty (30) days
of receipt. An invoice template is shown in Exhibit B, which is attached hereto and incorporated
by reference.
1.8.3 With regard to the Choice Costs referenced in Section 1.8.2 above, a
reconciliation of actual WUE Program costs will be performed at the end of each year during
MWDOC's budget process, and any debts or credits will be reflected in the invoice sent to the City
the following year.
1.8.4 MWDOC shall invoice the City on a monthly basis for supplemental
funding or enhanced incentives pursuant to Section 1.5.1.These costs are separate from the Choice
Costs.
2. Shared Consulting Services
2.1 The Parties shall continue to participate in and find collective efforts in planning,
research, policy development, and other activities that require engagement of an outside
consultant. MWDOC shall provide the City a copy of each consultant's proposal for review and
comments. For each consultant so engaged, the City will notify MWDOC in writing if it elects to
participate in the consulting services and the limit of its financial participation,The City shall have
no obligation to pay for any consultant unless the City has agreed to participate in writing and shall
not be responsible for paying any costs above the City's identified limit.
2.2 Water Resource Planning
2.2.1 Subject Section 2.1, the Parties may participate, without the need for an
additional agreement, in joint activities and studies designed to ensure water supply and system
reliability, including but not limited to, water reliability analyses, water supply and demand
projections, master planning for water use efficiency,water system loss analysis and leak detection
studies, preparation of urban water management plans and drought contingency plans, demand
management studies, and studies related to water transfers,water recycling,groundwater recovery,
and water storage programs.
2.2.2 The Parties may participate, without the need for an additional agreement,
in joint activities and studies related to system reliability efforts for emergency response.
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2.2.3 The City shall have no obligation to pay for consultant unless City has
agreed to participate as set forth in Section 2.1.
2.3 Award and Administration of Consultant Agreements
2.3.1 When programs or services administered by MWDOC require MWDOC to
engage a consultant,MWDOC will use its standardized professional services agreement as a form
and will modify it as required for each particular engagement. MWDOC will award the agreement
pursuant to its own Administrative Code and procedures, except as noted in this Agreement.
2.3.2 For each professional services agreement, MWDOC will determine
appropriate insurance requirements. When MWDOC requires a consultant acquire insurance
naming MWDOC, its directors,officers,agents,employees,attorneys, consultants,volunteers,and
participating agencies as additional insureds, the insurance requirements, including waiver of
subrogation rights, are extended to the City as additional insured to the extent it is a participating
agency.
2.3.3 MWDOC shall administer such professional services agreements and
coordinate all aspects of the proposed work. MWDOC shall communicate with the City regularly
and upon request regarding the status of the agreement and the work for each professional services
agreement in which the City has elected to participate.
2.3.4 MWDOC shall invoice the City for the City's share of total costs anticipated
for each professional services agreement in which the City .has elected to participate, as
contemplated in this Agreement. Such invoices shall be mailed by the 10th day of each month for
the preceding month and shall be paid by the City within forty-five (45) days. The City shall have
no obligation to pay for consultant unless City has agreed to participate as set forth in the first
paragraph of this Section 2.
2.3.5 MWDOC shall inform the City on atimely basis of any proposed extra work
to be performed .for the City under any professional service agreement being administered by
MWDOC that would result in an increase in the City's payment under this Agreement ("Extra
Work"). MWDOC shall obtain input and written concurrence from the City and any other
participating agencies prior to the authorization of Extra Work by the consultant. City shall not
have any obligation to pay for any Extra Work unless the City Manager or his or her designee has
provided to MWDOC a written notice of City's agreement for the performance of the Extra Work.
MWDOC will be responsible for paying consultants directly.
3. Water Loss Control"WLC" Shared Services and Technical Assistance
3.1.1 MWDOC shall release WLC Shared Services and Technical Assistance
Exhibits ("Exhibits") annually. In general, the City will have access to the same "choice" WLC
Programs that are currently available to MWDOC member agencies. For each fiscal year,the City
shall review the Exhibits and.choose the WLC Programs and the level of its participation that the
City deems beneficial. In connection with the foregoing, the City will notify MWDOC in writing
by indicating in the Exhibits the level of the City's participation in any WLC Program for each
fiscal year.
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3.1.2 if a new WLC Program is introduced or a material change is made to an
existing WLC Program during a fiscal year, MWDOC shall provide the City with updated written
materials("Amended WLC Exhibits")as soon as reasonably possible and prior to the date the new
program or change is scheduled to commence. The Amended WLC Exhibits shall contain the
program's specific requirements and terms and conditions and any costs that may be ascertainable
at such time. Within thirty(30) days of receiving the Amended WLC Exhibits,the City will notify
MWDOC in writing whether the City will participate in the new or amended WLC Program and
the level of its participation.
3.1.3 Except to the extent of the elections made in the WLC Exhibits and
amended WLC Exhibits, the City shall have no obligation. to participate in any WLC Program,
including, but not limited to, any obligation to provide financial contribution to such program.
3 J A The City understands that by entering into this Agreement, it agrees to pay
MWDOC for its proportionate share of MWDOC's costs for administering MWDOC's WLC
Program based on and to the extent of the City's level of participation as more particularly
described in Section 3.1.1. if the City elects to participate in any or all MWDOC WLC Programs,
MWDOC will invoice the City for such costs as described in Section 3,1.1.
3.1,5 Funding maybe made available from Metropolitan for MWDOC to operate
a customized local water loss control incentive program or programs("Grant" or"MAA Program")
in its service area, with access to the Metropolitan base incentives for such. As City is also a
Metropolitan member agency, in order for MWDOC to administer the MAA Program for City,
City would be required to apply to Metropolitan separately for funding. If the City desires
MWDOC to administer a water loss control MAA Program, City will provide MWDOC the WLC
Exhibits or Amended WLC Exhibits.In such cases, MWDOC will administer the MAA Program
for City and invoice City for activity in City's service area. The City will reimburse MWDOC for
any activity and is responsible for seeking and securing reimbursement directly from Metropolitan.
Specific terms and conditions will be provided by MWDOC to the City in the annual WLC
Exhibits or Amended WLC Exhibits,
3.1.6 MWDOC shall invoice the City on a monthly basis for WLC Shared
Services and Technical Assistance work completed.
4. MWDOC K1.2 Water Education Programs "Choice School Programs"}
4.1.1 Choice School Programs. The Parties agree that the Choice School
Program, or pay-for-service offerings, will be made available in the City's water service area for
the Term of this Agreement, without the need for a separate agreement between the Parties in
addition to this Agreement. The City sponsors program offerings within its service area at no cost
to the schools or students by opting-in. The City will have no obligations to participate in any
Choice School Program unless the City has agreed in writing to participate through the annual
Choice School Programs Commitment Form.
There are multiple Choice School Program options: (a) a program for students in
Kindergarten through Second Grade ("K-2 Choice Elementary School Program"); (b) a program
for students in Third Grade through Fifth Grade ("3-5 Choice Elementary School Program"); (c) a
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program for students in Sixth Grade through Eighth Grade ("Choice Middle School Program");
and (d) a program for students in Ninth Grade through Twelfth Grade ("Choice High School
Program"). Program offerings include options for in-person and live virtual lessons presented by
trained education specialists. The school approved to receive any Choice School Program will
determine whether the program can be delivered in-person or virtually.
During the Term and before the start of each school year and the commencement of ally
Choice School Program,MWDOC will provide the City with a detailed description of the program
offerings and a complete price breakdown for each. The program description provided to the City
will include budget recommendations and expected commitments and require written consent by
the City before implementation. The City may request minor adjustments during the course of the
program, but will not incur additional costs without the City's prior written consent.
4.2 Annually,the City will set Choice School Program commitments.MWDOC and its
contractors will attempt to fulfill the commitment amounts. However, there is no guarantee as to
the number of schools and students that will participate in the Choice School Programs. MWDOC
will invoice the City for the total annual estimated costs.MWDOC will provide a reconciliation at
year-end based on the actual services provided. The City will be responsible for paying MWDOC
the difference if the estimate is lower than the actual costs, and MWDOC will reimburse the City
the difference if the estimate is higher than the actual costs.
4.3 Choice School Pro cram Invoices. MWDOC will submit invoices to the City in
January and July each year for the services provided in accordance with the Agreement. The City
agrees to pay MWDOC for undisputed invoices within forty-five (45) days after receiving the
submittal.
4.4 Choice School Program Insurance. MWDOC agrees that all agreements with
consultants, who will be performing the work on behalf of MWDOC, will include appropriate
insurance levels and requirements, pursuant to ,Section 2.3.2. above.
5. The Water Emergency Response Organization of Orange County ("WEROC")
5.1,I The City of Santa Ana is signatory to the 1983 Orange County Volunteer
Emergency Preparedness Organization Agreement, which was Amended in 1991 to change the
name to WEROC (MWDOC Board Resolution 1623), MWDOC provides the overall staff and
support for WEROC and has historically allocated the costs for WEROC among MWDOC,Orange
County Water District, the Cities of Anaheim, Fullerton, and Santa Ana, the Orange County
Sanitation District,and the South Orange County Wastewater Authority.The purpose of WEROC
is to support the resiliency of Orange CoLllxty's 36 water and wastewater agencies, and the
community of3.2 million people it serves by working with these agencies and the County to build,
sustain, and improve the capability to mitigate against, prepare for, respond to, and recover from
threatened or actual natural disasters, acts of terrorism, or other man-made disasters. Services
include preparedness and response coordination for mutual aid and other services and to represent
water and wastewater entities within the Orange County Operational Area. In order to build the
relationships needed for effective response, WEROC works with MWDOC member agencies,
Metropolitan, the County Operational Area, the State Office of Emergency Services, Department
of Water Resources,EPA, FEMA and other emergency organization partners throughout the year
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to educate, network, provide training and when required advocate for water and wastewater
agencies. WEROC staff works with its member agencies and the City on emergency plans and
standard operating procedure development, review of state and federal required trainings for grant
eligibility, disaster readiness, disaster exercise development,grant identification and applications,
and response and recovery coordination. WEROC provides information sharing and resource
coordination when disasters impact the water and wastewater utilities of Orange County, Lastly,
WEROC staff maintains a primary emergency operation center and alternate emergency operations
center, its own response plans,and ensures the WEROC radio communications system partnership
with the County 800 MHz system remains intact.
5.1.2 By executing this Agreement, the City elects to participate in WEROC,and
MWDOC will charge the City a percentage of WEROC's annual budget to fund WEROC
operations. The historical percentage allocated is 3.8% and is based on historical negotiations
among the WEROC funding partners. In January of each year of the City's participation, the
proposed program budget and funding agency charges will be submitted to the City for budgetary
consideration. If approved by the City, MWDOC will invoice the City the approved amount at the
beginning of the fiscal year. If the City requires additional conversation about the proposed budget
prior to approval, these items will be addressed at the next MET Managers Meetings or during a
special scheduled meeting.
6. Term and Agreement Limit
6.1 This Agreement shall commence and be effective as of the Effective Date and shall
continue for one three-year term ("Term"), unless terminated earlier in accordance with Section
6.3,below.The City Manager or his or her designee is authorized,on behalf of the City,to approve
the Term. The Term of this Agreement may be extended for up to two (2), one-year periods upon
a writing executed by the City Manager and City Attorney.
6.2 The City's total funding obligation for this Agreement shall not exceed
$1,500,000.000("Agreement Limit")for all programs and services covered herein during the Term.
The City is responsible for monitoring its costs pursuant to this Agreement and to the extent that
it incurs obligations consistent with this Agreement that exceed the Agreement Limit, the City is
responsible for paying such additional costs to MWDOC. If the City wishes to add or delete any
programs, activities, or studies set forth in this Agreement, notice of such additions or deletions
must be received by MWDOC prior to March 15th for the following fiscal year.
6.3 The City or MWDOC may terminate this Agreement in its entirety at any time upon
thirty (30) days'written notice to the other Party.
6.4 In the event either Party terminates this Agreement, any funds paid by the City in
the year of termination for costs that had not yet been incurred by MWDOC as of the date of
termination will be subject to reconciliation during MWDOC's budget process. At that time,
MWDOC will determine whether the funds will be credited or refunded to the City. Further, any
costs incurred by MWDOC as of the date of termination that have not yet been invoiced to the
City shall be invoiced by MWDOC promptly and paid by the City within thirty(30)days of invoice
receipt.
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7. Delivery of Notice
7.1 Except as expressly provided herein, all notices permitted or required under this
Agreement shall be given to the respective Parties at the following address,or at such other address
as the respective Party may provide in writing for this purpose:
7.1.1 If to M.WDOC:
18700 Ward Street
Fountain Valley, CA 92708
Mailing Address: PO Box 20895
Fountain Valley, CA 92728
Phone: (714) 963-3058
Fax: (714) 964-9389
Attention General Manager
If to City:
P.O. Box 1.988,1\4-24
Santa Ana, CA 92702
Attention: City Manager
7.1.2 Such notice shall be deemed made when personally delivered or when
mailed, forty-eight (48) hours alter deposit in the U.S. Mail, first class postage prepaid and
addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on
the date actual notice occurred,regardless of the method of service.
8. Accounting and_City Mal ger Authorization
8.1 MWDOC shall keep a correct and current accounting of payroll costs, travel,
subsistence, field, and incidental expenses.MWDOC shall use recognized accounting methods in
preparing such invoices and reports.
8.2 City reserves the right to request an audit of MWDOC records related to invoices
prepared pursuant to this Agreement and to designate a representative(s) to examine any cost,
revenue, payment, claim, or any other records or procedures related to this Agreement. Any such
audit(s)would be done at reasonable times with full cooperation from MWDOC.if MWDOC fails
to provide supporting documentation for any costs charged City to the City's reasonable
satisfaction, then MWDOC agrees to reimburse City for those disputed costs.
8.3 The right to audit shall be extended to three (3) years beyond the date of final
payment, or longer if required by law. MWDOC agrees to retain all necessary
records/documentation for the entire length of this audit period. Any required adjustments and/or
payments resulting from the audit will be made within thirty (30) days of written notification to
MWDOC.
8.4 The City Manager or his or her authorized designee is authorized to commit the
City to any program or service covered by this Agreement as well as provide written notices on
behalf of the City.
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9. independent Contractors
9.1. Any consultant engaged by MWDOC as contemplated in this Agreement will not
be a party or third-party beneficiary to this Agreement and will not be an employee or agent of
MWDOC or the City,either as a result of this Agreement or as a result of any professional services
agreement between MWDOC and the consultant. The professional services agreement between
MWDOC and any consultant engaged by MWDOC as contemplated in this Agreement will specify
that the consultant is an independent contractor. It is understood that these consultants may be
required to enter into confidentiality agreements with the City in the event these consultants require
confidential information and/or critical infrastructure information from the City to perform a
service.
10. Indemnification
10.1. When WUE Programs provided in the City's water service area require participants
to sign an application form that contains a release, waiver, and/or indemnification,the application
form shall specify that the release, waiver, and/or indemnification covers both MWDOC and the
city.
10.2 To the extent that either Party performs any activities in connection with the
programs or services provided as contemplated in this Agreement, each agrees to indemnify and
hold the other harmless from any and all liability, claims, obligations, damages, and suits arising
out of the activities it performs, excluding any loss or liability caused by the other Patty's sole
willful conduct or active negligence in the performance of this Agreement.
10.3 To the extent a consultant is hired by the City to perform any activities in
connection with the programs or services provided as contemplated in this Agreement, the City
will require the consultant indemnify and hold MWDOC harmless frorn any and all liability,
claims, obligations, damages, and suits arising out of the activities performed, excluding for
MWDOC's sole willful conduct or active negligence, or otherwise ensure the agreement provides
MWDOC the same indemnity and hold harmless obligation provided to the City.
11. Jurisdiction and Venue
11.1 In all matters concerning the validity, interpretation, performance, or effect of this
Agreement, the laws of the State of California shall govern and be 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.
12. Joint Drafting
12.1 All Parties have participated in the drafting of this Agreement.The Agreement may
be signed in counterpart to facilitate processing.
13. Electronic Signatures
13.1 Notwithstanding any grant obligation to the contrary, the Uniform Electronic
Transactions Act, California Civil Code section 1633.1 et seq., authorizes Parties to conduct
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business electronically. In accordance with California Civil Code section 1633.5, Parties
acknowledge, consent, and agree that transactions subject to this Agreement may be effectuated
by electronic means through the use of electronic and/or digital signatures. For purposes of this
section, an electronic signature means an electronic symbol or process logically associated with
the intent to sign an electronic record pursuant to Civil Code section 1633(h). A digital signature,
which is a type of electronic signature, means an electronic identifier, created by a computer, that
is intended to have the same force and effect as the use of a manual signature under Government
Code 16.5(d). An example of an electronic signature would be a JPG of a manual signature
imposed onto this Agreement. An example of a digital signature would be the use of DocuSign or
similar provider that requires an encrypted key that certifies the authenticity of the signature.
14. Severability
14.1 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.
15. Entire Agreement
15.1 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 executed this Agreement by and through their
authorized officers.
1. MWDOC Date: 8/20/2025 1 1:54 PM PDT
oocu no by:
By:
— OBOESC2 E311a12.
Harvey De LaTorre, General Manager
Municipal Water District of Orange County
Approved as to Form:
Date: 8/20/2025 1 1 1:35 AM PDT
By. G(F�—
_ 803C720REC.
Joseph Pyrne,
General Counsel
2. City of Santa Ana Date: T�
By:
W,6�. --T) ltkq
lvaro Nunez,
City Manager, City of Santa Ana
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ATTE T: ,
Jennifer L.)fill
City C ity of S to Ana
Approved as rm:
SONIA R. CARVALHO
City Attorney
B '
J� 2
Y:
I� e Nellesen
Assistant City Attorney
RECOMMENDED FODRa11P ROed L.
gly Rodolfo by Rodolfo Rosas
Rosas "'2025.08.28
11:18:58-07'00'
Rodolfo Rosas, PE
ExeCUtive Director
Public Works Agency
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