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HomeMy WebLinkAboutMUNICIPAL WATER DISTRICT OF ORANGE COUNTY (3) - 2004 1 ,..,..... . \~SURT\NC£ ':::0-')'\ ::: MK MII.Y NOY I'r:I)\,:£I) W (;\..ERK Or GI)\HiC,\. DT\1E.:J ,,).2 -of C / N¡J. CONTRACT BETWEEN ORANGE COUNTY WATER DISTRICT, MUNICIPAL . WATER DISTRICT OF ORANGE COUNTY, AND THE CITY OF SANTA ANA tr.~ REGARDING IMPLEMENT A TION OF MWD LONG-TERM GROUNDWATER STORAGE PROGRAM . ORIGINAL . A-2004-030 This CONTRACT BETWEEN ORANGE COUNTY WATER DISTRICT, MUNICIPAL WATER DISTRICT OF ORANGE COUNTY, AND THE CITY OF SANTA ANA REGARDING IMPLEMENTATION OF MWD LONG-TERM GROUNDWATER STORAGE PROGRAM (the "Contract'') is entered into as of 1...-r;.1ÁÁ A-2-t d- / ,2004 (the "Effective Date''), by and between the ORANGE COUNTY WATER DI TRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Stats. 1933, as amended (hereinafter referred to as "Program Agency''), the MUNICIPAL WATER DISTRICT OF ORANGE COUNTY, a municipal water district of the State of California (hereinafter referred to as the "Member Agency"), and the City of Santa Ana, (hereinafter referred to as the "Operating Party'') (the Program Agency, the Member Agency and the Operating Party are collectively referred to herein as the "Parties"). RECITALS A. The Program Agency and Member Agency have entered into a long-term "Groundwater Storage Program Agreement" with the Metropolitan Water District of Southern California ("MWD"), a copy of which is attached hereto as Attachment "A" and incorporated herein by this reference (such agreement is hereinafter referred to as the "MWD Agreement"); B. Pursuant to the terms of the MWD Agreement, the MWD may store up to 63,000 acre-feet of water ("MWD Stored Water") in the Orange County groundwater basin managed by Program Agency, and may extract up to 20,000 acre-feet per year ofMWD Stored Water; C. As part of the MWD Agreement, MWD is funding the construction of eight extraction wells to produce the MWD Stored Water (the "Program"); D. The Operating Party desires to participate in the Program, provide two well sites, and serve as the operator of two of the eight extraction wells (the "Program Wells") to be constructed in its service area; and E. The Operating Party and the Program Agency have heretofore processed necessary documents to comply with the California Environmental Quality Act ("CEQA") with respect to the Program. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, the Parties hereto hereby agree as follows: RECORD NO. ~~~ OCWD DOC. - FILE W/OCWD NO. -..{ 3J-: Final Version January 2004 . . / . SECTION 1. TERM. The tenn of this Contract shall commence as of the Effective Date, and shall expire concurrently with the MWD Agreement, subject to earlier termination as set forth in this Contract or the MWD Agreement. SECTION }, OBLIGATIONS OF THE PROGRAM AGENCY. 2. I. fulfillment of the Tenns and Conditions of the MWD A2reement. Pursuant to this Contract, the Program Agency shall fulfiIl the terms of the MWD Agreement, including but not limited to those obligations set forth in Section VI.B. ("Program Agency Obligations") of the MWD Agreement. Program Agency represents and warrants that nothing in this Agreement is inconsistent with Section IX.A.9 of thc MWD Agreement and Program Agency will indemnify, defcnd, and hold the Operating Party harmless against any and all claims regarding any alleged inconsistencies. 2.2. Rolc as Lead Al!encY and in Coordination of Work. The Program Agency shall act as thc lead agency to design, and construct the Program Wells, the location of which are provided on Attachment "B." 2.3. Desil!ß and Construction. In its design and construction of the Program Wells, the Program Agency shall cooperate with the Operating Party and make reasonable efforts to rneet the specific operational needs and requirements of the Operating Party. The program wells construction plans and specifications will incorporate all mitigation requirements arising out of processing necessary CEQA documents for the program wells. All construction plans and specifications shall be reviewed and approved by the Operating Party prior to bid advertisement. All contracts let for the Program Wells construction shall be let by competitive bid procedures that assure award of the contract to the lowest responsible bidder, except as may be otherwise authorized under the enabling authority for the Program Agency and/or the California Public Contract Code, and in accordance with the MWD Agreement. Program Agency shall be responsible for ensuring that construction of the Program Wells are completed in accordance with Section IV.BA. of the MWD Agreement, not later than March 8, 2008. Upon completion of the Program Wells, the Program Agency shall transmit a written notice of completion to the Member Agency and the Operating Party ("Notice of Completion"). Member Agency and Operating Party shall be named as additional insureds on all insurance policies required to be carried (I) the Program Agency and (2) all contractors, subcontractors, consultants, and others hired by Program Agency pursuant to this Contract. All such policies shall be primary and non- contributing with any insurance carried by the Operating Party. 204. Payment of the Costs of Construction. The Program Agency shall provide for the payment of the costs of constructing the Program Wells and any other related facilities ITOm funds received ITOm MWD in accordance with the MWD Agreement. Member Agency and Operating Party shall have no responsibility for any costs of constructing the Program Wells, and other Program Facilities. In the event that Operating Party requests and funds the construction of additional facilities pursuant to the provisions of Paragraph 4.11 Program Agency's consent shall not be unreasonably withheld. Upon completion of construction and placing the Program Wells into service, the Program Agency shall be responsible for the repair or replacement of any equipment found to be defective. '[ \1 .-V " . . 2.5. üperation and OwnershiD ResDonsibilities. After completion of construction of the Program Wells, and review of the Operating Party's distribution system, the Program Agency and Operating Party shall establish a monthly operating yield for the Program Wells, which shall be used in the calculations required under the MWD Agreement. Calculation of the monthly opcrating yield shall consider well performance tests performed by the Southern California Edison Company, the local utility company or The Gas Company (if applicable) and reasonablc load factors. At any time during the term of this agreement the Operating Party may request a new wcll perfonnance test by Southern California Edison Company, the local utility, or the Gas Company (if applicable) to reestablish the program wells operating yields. Changes to the operating yields are intended to account for changes in groundwater pumping levels and well cfficiency reductions due to normal wear and tear. 2.6. Pavrnent for Water Extracted from Storal!e. The Operating Party is responsiblc for payment for water dclivered !Tom the MWD Storage Account and potential penalties for failure to do so pursuant to Section 4.6 of this Contract. However, as between the Program Agency and Member Agency, the Program Agency shall be responsible for payment to Member Agency of all charges and other applicable fees for water delivered !Tom MWD's Storage Account, including but not limited to, scheduled extractions, penalties for failure of the Operating Party to extract the scheduled amount of Stored Water upon proper notice, in the event of cancellation of the MWD Agreement by any party, the charges for the full amount of water remaining in the MWD Storage Account pursuant to Section XIII. B and XIII. C of the MWD Agreement. 2.7. ApDointment of Representative to Operating Committee. The Program Agency shall appoint one of the two representatives to the Operating Committee as provided in Section VI of the MWD Agreement. The Program Agency wiIl closely coordinate with, routinely meet with, and actively advocate the needs and desires of the Operating Party. 2.8. Well Ooeration and Maintenance Cost. The Program Agency will work with the Operating Committee established with the MWD Agreement to develop the typical operation and maintenance cost of the new Program Wells. 2.9. Well Energy Cost. The Program Agency wiIl work with the Operating Committee established with the MWD Agreement and the Operating Party to develop the actual energy cost ofthe new Program Wells. 2.10. Insurance. Endorsements evidencing general liability and automobile liability insurance showing the Operating Party as additional insured during the construction phase of the Contract, as set forth in Paragraph 6.2 below, shall be furnished by the Program Agency. 2.11. In-lieu Storage Deliveries. If requested by Operating Party, during those periods when water is being stored into the MWD storage account by an in-lieu operation, Program Agency and Member Agency wiIl notify and provide Operating Party the option of taking a portion of the in-lieu deliveries in the same percentage as their extraction requirements for the program. . . . . SECTION 3. OBLIGATIONS OF THE MEMBER AGENCY. 3.1. Assistance of the ProlZram Agency. The Member Agency shall assist the Program Agency in fulfilling the terms of the MWD Agreement. In this capacity, the Member Agency will assist the Program Agency to prepare any documents allowing for and certifying the delivery of MWD water to be stored in the groundwater basin under the MWD Agreement, and the dclivery ofMWD Stored Water. 3.2. Processinl! of MWD Billinl!. The Member Agency shall forward the MWD invoices for water extracted out of the Storage Account to the Program Agency. Member Agency shall receivc operation and maintenance, and energy power cost reports ITom Program Agency and submit them to MWD, pursuant to Section VI. E of the MWD Agreement, and shall pass through the MWD credit to Program Agency. 3.3. Appointment of Representative. The Member Agency shall appoint one ofthc two representatives to the Operating Committee as provided for in Section VI of the MWD Agreement. The Member Agency will closely coordinate with, routinely meet with, and actively advocatc the needs and desires of the Operating Party. SECTION 4. OBLIGATIONS OF THE OPERATING PARTY. 4.1. Cooperation Regarding MWD AlZreement. The Operating Party shall cooperate in good faith and assist the Program Agency and Member Agency in fulfilIing the terms of the MWD Agreement, including the provision of requested assistance to the Program Agency in the design and construction of the Program Well. In this regard, the Operating Party hereby acknowledges that the MWD Agreement provides for a budget of eleven million dollars ($11,000,000.00) for the construction of eight program production wells (the "Budget"). The Operating Party shall extend reasonable cooperation to the Program Agency in its efforts to ensure that the design and construction of the Program Wells, in conjunction with the design and construction of the other production wells required under the MWD Agreement, does not exceed the Budget. Notwithstanding, the Program Agency agrees to and shall provide the necessary funding to construct the program wells to the satisfaction of the Operating Party. The design and materials utilized for the program wells shall be consistent with the construction of previous wells built by the Operating Party and as more specifically described in Attachment B. As between the Member Agency and the Program Agency, Program Agency is ultimately responsible for any cost exceeding the Budget. 4.2. ProlZram Well Sites. The Operating Party shall supply, at no cost to the Member Agency, Program Agency, and MWD the use of sites for the construction of the Program Wells as shown on Exhibit B. Operating Party shall retain title to said Program Wells site subj ect to the Program Agency's right to use said site during the term of this Contract for the purposes set forth herein. Operating Party shall grant to Program Agency an easement or license to construct and access the Program Wells. 4.3. Ownership and Operation and Maintenance. Upon completion of construction, the Operating Party shall own the Program Wells and at its sole cost and expense . . assume the obligation of the MWD Agreement, as provided herein in Section VI.B., to operate and maintain the Program WelIs shown in Attachment "B" in as good and efficient condition as upon its construction, ordinary and reasonable wear and depreciation excepted, and otherwise in accordance with industry standards (and applicable standards and requirements of the State of California Department of Water and Resources, in its funding capacity under the MWD Agreement), and as required by the MWD Agreement. The Operating Party is not responsible for reductions in the Program Wells capacities resulting ITom changed groundwater basin water Icvels. The Operating Party is not responsible for providing wellhead treatment that would be required due to changes in groundwater quality or new drinking water regulations. In thc event thc averagc concentration (based on an initial and confirmation sample) of any contaminant in the water from thc Program Wells exceeds any state or federal regulatory standard(s) for potable water supply, thc extraction provisions of Paragraph 4.5 and the default provisions of Paragraph 4.6 below shall not apply. Under this scenario, if Operating Party determines it has excess well capacity within it's system that can be utilized for this program, Operating Party will use such to extract the MWD Stored Water. 4.3.1. The Operating Party shall provide for all normal repairs, renewals, and replacements due to normal wear and tear necessary to the efficient operation of the Program Wells, and shall provide personnel sufficient in numbers and qualifications to operate and maintain the Program Wells. 4.3.2. The Operating Party shall provide requested documentation to the Program Agency regarding said operation and maintenance of the Program Wells, including but not limited to any such documentation required under the MWD Agreement. 4.3.3. The Operating Party may use the Program WeIls for purposes unrelated to the Program so long as such use does not interfere with the Program and the Operating Party's MWD Stored Water extraction obligations as set forth in Paragraph 4.5 below. 404. Reports. The Operating Party shall provide any and all budgeting documents and other reports pertaining to the Program Wells and its overall groundwater pumping capacity as may reasonably be required by the Program Agency or the Member Agency. 4.5. Extraction ofMWD Stored Water. Within fifteen (15) days of receiving notification from the Program Agency or the Member Agency to extract MWD Stored Water, the Operating Party shall extract such quantity of MWD Stored Water from the Program Wells or any other existing wells, or be subject to the financial penalty set forth in section XIII.B. of the MWD Agreement unless the Operating Committee recommends other remedies to avoid the penalty. The amount of extraction shall be determined per paragraph 2.5 of this contract which provides for establishing monthly operating yields. The Operating Party shall place such produced MWD Stored Water into the Operating Party's distribution system, and pay for such produced MWD Stored Water at MWD's then-effective rate for fuIl service non-interruptible treated supplies, less the energy and operation and maintenance cost of the weIls, so long as the water extracted from the Program Wells are of sufficient quality to be served as a potable water supply, as determined by all applicable state and/or federal standards, without further treatment except for standard chlorination practices. Operating Party shaIl not be deemed in breach of this requirement unless it fails or refuses, for reasons within its control, to begin extracting the . . requested quantity of MWD Stored Water within ninety calendar days after proper notice has been given requiring extraction hereunder. 4.6. Breach bv üperating Party. In the event Operating Party breaches this Contract by failing or refusing, for reasons within its control, to begin extracting the requested quantity of MWD Stored Water within the time period set forth in Paragraph 4.5, and the Operating Committee has not agreed to alternative remedies, the Program and Member Agencies may terminate this Contract. In the event the Program Agency terminates this Contract, the Operating Party shall pay to Program Agency the cost of constructing the Program wells, reduced by depreciation based upon a life of 25 (twenty-five) years, and any other damages actually incurred to Program Agency. Operating Party shall not be entitled to use of the Program Wells until these costs are paid to Program Agency. Operating Party acknowledges that the unauthorized use by Operating Party of the Program Wells during any time that Operating Party is in default of its water extraction obligations pursuant to Paragraph 4.5 above will result in irreparable harm to Program Agency. Operating Party accordingly waives any right to object on the grounds of lack of irreparable harm to Program Agency seeking injunctive relief or specific performance of this Contract to enforce the provisions of this Paragraph prohibiting Operating Party ITom using the Program Wells while in breach of its obligations under Paragraph 4.5 above. 4.7. Alternative Groundwater Basin Management Options. If the Operating Party has made every reasonable effort to comply with the Contract but has been unable to extract the MWD Stored Water, and the Operating Committee has not agreed to alternative remedies, then the Program Agency at its discretion will consider implementing alternative groundwater basin management options to extract the MWD Stored Water to avoid being assessed penalties by MWD. If the Program Agency implements alternative groundwater basin management options, the Operating Party will not be deemed in breach of this Contract pursuant to Paragraph 4.6. 4.8. Expiration. The Operating Party's obligations under this Contract shall expire 25 years following the Effective Date of this Contract. Section II.B of the MWD Agreement provides for a 25 year term but allows for five year extensions of the Agreement with written consent of all parties. Program Agency cannot seek an extension of the MWD Agreement unless written approval by the Operating Party is provided. 4.9. Well üperation and Maintenance Cost. The Operating Party will work with the Operating Committee established within the MWD Agreement to develop the typical operation and maintenance cost of the new Program Wells. A subcommittee of Operating Party members will be established to assist in this effort. 4.10. Well Energy Cost. The Operating Party will work with the Operating Committee established within the MWD Agreement to develop the actual energy cost of the new program wells. 4.11. Additional Facilities. The Operating Party may request and fund the construction of additional facilities that are deemed to be extra or not directly related to this Program as determined by Program Agency and the Operating Party. . . SECTION S. INDEMNIFICATION. 5.1. ProlZram Al!encY Indemnification. The Program Agency shan indemnify, defend and hold harmless the Member Agency and the Operating Party, and their respective directors, officers, agents, representatives and employees, from and against any and an claims, costs, damages, losses, expenses (including attorneys fees), penalties or other liabilities resulting from, aneged to result from, or in any manner arising out of the negligent or willful acts or omissions of the Program Agency in the performance of its duties under this Contract. 5.2. Member Al!encY Indemnification. The Member Agency shan indemnify, defend and hold harmless the Program Agency and the Operating Party, and their respective directors, officers, agents, representatives, and employees, from and against any and an claims, costs, damages, losses, expenses (including attorneys fees), penalties or other liabilities resulting &om alleged to result from, or in any manner arising out of the negligent or willful acts or omissions of the Member Agency in the performance of the its duties under this Contract. 5.3. Ooeratinl! Party Indemnification. The Operating Party shall indemnify, defend and hold harmless the Program Agency and the Member Agency, and their respectivc directors, officers, agents, representatives, and employees, &om and against any and all claims, costs, damages, losses, expenses (including attorneys fees), penalties or other liabilities resulting from alleged to result from, or in any manner arising out of the negligent or willful actions ofthe Operating Party in the performance ofthe its duties under this Contract. SA. The indemnification provisions set forth in this Section 5 shall survive the termination of the MWD Agreement and continue in fun force. SECTION 6. INSURANCE. 6.1. Insurance Obligations. Unless they are self-insured public entities, Program Agency and Operating Party each shan maintain at an appropriate times during the term of this Contract, and shall cause, as appropriate, each contractor, subcontractor, consultant or other party hired by it pursuant to this Contract and/or the MWD Agreement to maintain at all times during the term of this Contract, at least the fonowing insurance: 6.1.1. Commercial General Liability Insurance. Commercial general liability insurance insuring against liability for personal injury, bodily injury, death and damage to property (including the Program Well) arising from the respective party's obligations under this Contract and the MWD Agreement. Said insurance shall include coverage in an amount equal to at least Five Million Dollars ($5,000,000), shall contain "blanket contractual liability" and "broad form property damage" endorsements, shan name the other parties to this Contract and the MWD as additional insureds, and shall otherwise comply with all insurance requirements set forth in the MWD Agreement, (the "CGL Insurance"). A self-insured public entity shall provide evidence of coverage at least as broad as described herein. 6.1.2. Worker's Compensation Insurance. Pursuant to Section 3700 of the California Labor Code, workers' compensation insurance with employer's liability in the . . amounts required by law with respect to the respective party's obligations under this contract and the MWD Agreement. A self-insured public or private entity shall provide evidence of self- insurance and/or excess coverage or equivalent coverage, which satisfies Section 3700 of the California Labor Code, or its self-insurance equivalent. 6.1.3. Casualty Insurance. The Operating Party shall procure, pay for and keep in full force and effect at all times during the term of this Contract, property casualty insurance (including coverage against damage to or loss of the Program Wells by reason of fire, smoke, lightning, flooding, vandalism, malicious mischief and explosion) in an amount equal to the total cost of the construction of the Program Wells, which policy shall provide that all proceeds thereunder shall be payable to the Program Agency. A self-insurance public entity may so self insure to provide coverage or equivalent as broad as mentioned above. 6.1.4. Automobile Liabilitv Insurance. Automobile Liability Insurance with limits of liability of at least One Million Dollars ($1,000,000) per accident, and each insurance policy shall name the other parties to this Contract as additional insureds, and shall otherwise comply with all insurance requirement set forth in the MWD Agreement. A self- insurance public entity may provide evidence that automobile liability coverage or equivalent is effective as part ofthe General Liability coverage or as a separate policy. 6.2. Endorsements. Prior to performing any work under this Contract, each party, including any contractor, subcontractor, consultant, or other party hired by it in connection with the Contract, shall provide the others with (1) certificates of insurance evidencing compliance with the requirements of this Section 6 regarding Insurance, and (2) endorsements confirming that the Operating Party, Member Agency, Program Agency and MWD are, as applicable, additional insureds on the insurance policies discussed in Paragraph 6.1.1 to 6.1.4. The certificates provided by each party shall name the other parties as "Certificate Holder" and shall provide that the insurer will give all Parties notice of any cancellation, reduction, non- renewal or other material modification in the policy at least thirty (30) days prior to such cancellation, reduction, non-renewal or other material modification. Upon any party's request, the recipient party shall provide the requesting party with a complete copy of each insurance policy required by this Section 6 (including an explanation of any limitations or exclusions applicable to the requesting party as an additional insured). A self-insured public entity may provide evidence of such coverages or equivalents via a self-insuring document, signed by a person authorized by the agency to bind such agency to contractual agreements 6.3. Specific Policy Requirements. Each policy of insurance required to be carried out pursuant to this Contract as described above shall be in form and substance as provided by Section XII. of the MWD Agreement or its equivalent for self-insured public entities. 604. Deductibles and Self-Insurance. The insurance required by this Contract may contain deductibles or self-insured retentions, or a party may be fully or partially self- insured to the extent authorized by the California Government Code. Each party to this Contract, and/or any contractor, subcontractor, consultant, or other party hired by a party pursuant to this Contract, shall be solely responsible for any such deductibles and/or self insured retentions which may be applicable to insurance coverage maintained by it. The MWD Agreement requires MWD approval for any self insurance programs or deductibles of more than $25,000. . . . . SECTION 7. MISCELLANEOUS. 7.1. Annual~ercentalZc and Basin Equity Assessment Calculation. MWD Stored Water extracted by the Operating Party in accordance with this Contract and for the benefit of MWD shall be excluded from thc calculation of thc Operating Party's basin production percentage under the Orange County Water District Act, Ch. 924, Stats. 1933, as amended ("OCWD Act"), and the Operating Party shall not be subject to payment of any replenishment assessment, additional replenishment assessment, basin equity assessment or surcharge under the OCWD Act as a result of the Operating Party's extraction of such MWD Stored Water. 7.2. Notices. Any notice, instrument, payment or document required to be given or delivered under this Contract shall be given or delivered by personal dclivery, by facsimile, or by depositing the same in the United States mail depository, first class postage prepaid, and addressed as follows: If to Program Agency: Orange County Water District Box 8300 Fountain Valley, CA 92728-8300 Attn: General Manager Ifto Member Agency: Municipal Water District of Orange County Box 20895 Fountain Valley, CA 92728 Attn: General Manager If to Operating Party: The City of Santa Ana Attn: or such other address as any party may direct in writing to all of the other Parties. Service of any instrument or document shall be deemed complete upon receipt if delivered personally, or forty- eight (48) hours after deposit of such instrument or document in the United States mail depository, first class postage prepaid and addressed as set forth above. . . . . 7.3. Bindinl! Effect. All of the terms, conditions and provisions of this Contract shall inure to the benefit of, and be binding upon, the Parties hereto. 7.4. Counterparts. This Contract may bc executed by thc Parties in counterparts, which counterparts shall be construed together and have the samc affect as if all of the Parties had executed the same instrument. 7.5. IntelZration. This Contract, in conjunction with thc MWD Agreement, represents the entire understanding of the Parties as to those mattcrs contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered by this Contract. 7.6. Seyerability. If any term, provision, covenant or condition of this Contract shaU be determined invalid, void or unenforceable, then that portion shall be severed and thc rernainder of this Contract shall not be affected and shall have full forcc and effect, unless thc Parties otherwise agree in writing, which agreement shall not be unreasonably withheld. 7.7. Waiver. Failure of a party to insist upon thc strict performance of any of the provisions of this Contract by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Contract thereafter. 7.8. Interoretation and Governing Law. This Contract shall be governed by the substantive laws of the State of California, and construed as if drafted by aU the Parties hereto. The headings contained within this Contract are for convenience only, and shaU have no force or effect in the construction of this Contract. 7.9. Modification. This Contract may not be modified, altered or amended except in writing, signed by authorized officials of the Parties. 7.10. Successors in Interest. Subject to Paragraph 7.13 below, all of the terms, provisions, covenants and obligations contained in this Contract shall be binding upon, and inure to the benefit of the respective party provided herein, and its respective successors and assigns. 7.11. No Third Party Beneficiaries. This Contract is made and entered into for the sole protection and benefit of the Parties and their successors and assigns under its terms. No other person shall have any right of action based upon any provision of this Contract. 7.12. Further Assurances. Each party, upon the request of the other, agrees to perform such further acts and to execute and deliver such other documents as are reasonably necessary to carry out the provisions of the Contract, including the provisions of the MWD Agreement provided herein. 7.13. Assignment. No party shall transfer the Contract, in whole or in part, or any of its interests hereunder, to any other person or entity, without the prior written consent of aU of the other Parties. Any attempt to transfer or assign this Contract, or any privilege hereunder, without such written consent shall be void and confer no right on any person or entity that is not a party to this Contract. Nothing contained herein shall prevent the Parties from subcontracting for the performance of obligations hereunder, provided, however, no such . . . . subcontracting shalI relieve the Parties from the performance of obligations hereunder. 7.14. Authority to Execute. Each of the persons executing this Contract on behalf of the respective Parties warrants and represents that he or she has the authority to execute this Agreement on behalf of that party and warrants and represents that he or she has the authority to bind that respective party to the performance of its obligations hereunder. 7.15. Enforced Delay; Extension of Time of Performance. In addition to specific provisions of this Contract, performance by any party hereunder shall not be deemed to be in default where delays or defaults are due to acts of God, or the elements, accident, casualty, labor disturbances, unavailability or delays in delivery of any product, labor, fuel, service or materials, failure or breakdown of equipment, strikes, lockouts, or other labor disturbances, acts of the public enemy, orders or inaction of any kind from the government of the United States, the State of California, or any other governmental, military or civil authority (other than Metropolitan, Member Agency or Program Agency), war, insurrections, riots, epidemics, landslides, lightning, droughts, floods, fires, earthquakes, arrests, civil disturbances, explosions, freight embargoes, lack of transportation, breakage or accidents to vehicles, or any other inability of any Party, whether similar or dissimilar to those enumerated or otherwise, which are not within the control of the Party claiming such inability or disability, which such Party could not have avoided by exercising due diligence and care and with respect to which such Party shall use alI reasonable efforts that are practicalIy available to it in order to correct such condition (such conditions being herein referred to as "Force Majeure Events"). An extension of time for any such cause shalI be for the period of the enforced delay and shall commence to run from the time the party claiming such extension gives notice to the other party, provided notice by the party claiming such extension is sent to the other party within thirty (30) days of knowledge of the commencement ofthe cause. Times of performance under this Contract may also be extended in writing by the Operating Party, the Program Agency and the Member Agency. [SIGNATURE PAGE FOLLOWS:] . , . . IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be duly executed by their authorized officers as of the date first written above. ATTEST: BY~\^~JU~~ G al Manager Virginia Grebblen ATTEST: By V1-~ Secretary / ATTEST: BY~. ~~I Patricia E. Healy Clerk of the Council APPROVED ASlO-FORM: 1fj-JM \~ MichaelVigliotta Deputy City Attorney ..... '1 ORANGE COUNTY WATER DISTRICT By MUNICIPAL WATER DISTRICT OF ORANGE COUNTY BY~.-D.~'ð-- General ager THE CITY OF SANTA ANA BYD~ City Manager . . . Attachment A - MWD Agreement . . . Attachment B Participating Selected Well Site Location and Infonnation Agencv Well Site City of Buena Malvern BP- 8242 Linden Circle. It is proposed to construct and operate a new water Park 02 well, pump and treatment system on this City-owned site. There is an existing Citv well and pump station at this site. Adjacent to New Well #52; Location on the SE corner of Anaheim Lake on OCWD City of Anaheim property: Construct a new production well connected to the existing City's Anaheim Lake reservoir via an existing 42" pipeline. A nerimeter wall will be reouired SW corner of Chapman A venue and Haster Street. It is proposed to City of Garden Well Number construct and operate a new water well, pump station and water treatment Grove 30 facility. After construction, the above ground well head, instrumentation/controls and water facility will be enclosed within a masonrv block building. NW corner of Flower St. and Sixth St. at the Santa Ana Stadium. A new well, pump station, and disinfection treatment facility located in the parking lot at the Santa Ana Stadium. The pump, well head, all controls and treatment systems will be housed in a building designed with architectural City of Santa Ana Stadium Well features to blend m with the adjacent stadium facility. A small (approximately 400 sq. ft.) office room to be occupied by City staff will be constructed as part of the pump building. City will pay up to $50.000 for this office room. High strength low allow (corten) steel casing with 304 stainless steel screens shall be installed. The well motor shall be equipped with a variable frequency drive. DOl N. Mabury Street, Mabury Park at Corner of Fruit Street and Mabury St. It is proposed to construct and operate a new water well, pump station and treatment facility for disinfection in Mabury Park, located within a City of Santa Ana Mabury Park residential area. The pump, well head. all controls and treatment systems Number 40 will be housed in a building with a split face block wall and angular metal roof with attached overhangs for a covered picroc area. City will pay up to $42.000 for the picnic area improvements. High strength low allow (corten) steel casing with 304 stainless steel screens shall be installed. Southern Valley View 9241 S. Valley View Street (City of Cypress). The 15,000-square-foot site California Water Well Number contains an existing well, pump station and treatment facility. A new well Company 2 will be drilled to 1,000 feet to produce a maximum production capacity of 2,500 gpm. The existing well will be used as backun to new well. 13369-13371 Golden West Street. It is proposed to construct and operate a replacement water well and pump station on this City-owned site. There is City of Well Number an existing well, pump station and water disinfection located at 13369 GW Westminster 75A St. The City owns the residential lot adjacent to 13371 GW St and plans to demolish the house, abandon the existing well and use the combined sites for placement of a new well of greater DunminQ canacitv and Dunm station. 913 Richfield Road (City of Placentia). It is proposed to construct a new Yorba Linda Well Number well which would allow the YL WD to extract water in excess of its normal Water District 19 production during dry, drought or emergency situations. This project includes the well drilling and installation of well. pump, motor and connections to the existing water and storm drain ninelines. i . A . lC)01. OJo .. Association of California Water Agencies I Joint Powers Insurance Authority 5620 Birdcage Street, Suite 200, Citrus Heights, CA 95610 CERTIFICATE OF COVERAGE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE COVERAGE DOCUMENT. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED Y THE COVERAGE DOCUMENTS LISTED HEREIN. MEMBER Orange County Water District P.O. Box 8300 Fountain Valley. CA 92728-8300 COVERAGE INFORMATION This is to certify that coverage documents listed herein have been issued to the Member Agency herein for the Coverage period indicated. Not withstanding any requirement, term or condition of any contract or other document with respect to which the certificate may be issued or may pertain. the coverage afforded by the coverage documents listed herein is subject to all the terms, conditions and exclusions of such coverage documents. T e of Covera e Certificate # Effective Date Ex ¡ration Date Limits General Liability tf Commercial General Liability iii Contractual Liability ø Products/Completed Operations ø Occurrence MOLC-100103 10/1/2003 10/112004 A9gregate Per Occurrence $5,000,000 $5,000,000 Auto Liability ø Owned Autos 6::1 Hired Autos 6::1 Non-Owned Autos MOLC-100103 10/1/2003 10/112004 Per Occurrence $5,000,000 Auto Physical Damage Scheduled Autos Hired Autos Property Special Form Mobite Equipment Boiler and Machinery Crime Workers' Compensation Coverage A - Workers' Compo Coverage B - Employer's liabil~y CERTIFICATE HOLDER The City of Santa Ana Attn: City Manager P.O. Box 1988 Santa Ana, CA 92702 OESCRIPTION The Certificate Holder, and their respective directors, officers, agents, representatives and employees have been added as Additional Covered Parties to the liability Program, but solely with respect to those causes of action arising directly out of the activities covered by the MWD Long-Term Groundwater Storage Program. CANCELLATION: Should any of the coverage documents herein be cancelled before the expiration date thereof, ACWAlJPIA will eAsea"sr tg provide 30 days written notice to the certificate holder named herein. Signed by: Date: March 30. 2004 fl'Wr . i ADDENDUM to th e Memorandum of Liability Coverage for the ASSOCIATION OF CALIFORNIA WATER AGENCIES JOINT POWERS INSURANCE AUTHORITY MEMBER: COVERAGE PERIOD: Orange County Water District 10/1/2003 - 10/1/2004 ADDENDUM DATE: 1/21/2004 ADDENDUM NUMBER: 28 Change in WHO IS COVERED The following entities are hereby added as Additional Covered Parties: The City of Santa Ana, and their respective directors. officers, agents. representatives and employees, but solely with respect to those causes of action arising directly out of the activities covered by the MWD Long-Term Groundwater Storage Program, and subject to a $5,000,000 per occurrence and annual aggregate limit of liability. ~1zl3 Signed By: çJiL in ~~ (Auth,6ýlzed Represèn ive) v Date: March 30. 2004 " , - . Association of California Water Agencies I Joint Powers Insurance Authority 5620 Birdcage Street, Suite 200, Citrus Heights, CA 95610 CERTIFICATE OF COVERAGE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE COVERAGE DOCUMENT. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE COVERAGE DOCUMENTS LISTED HEREIN. MEMBER Orange County Water District P.O. Box 8300 Fountain Valley. CA 92728-8300 COVERAGE INFORMATION This is to certify that coverage documents listed herein have been issued to the Member Agency herein for the Coverage period indicated. Not wIthstanding any requirement. term or condition of any contract or other document with respect to which the certificate may be issued or may pertain, the coverage afforded by the coverage documents listed herein is subjf:ct to all the terms, conditiQns and exclusions of such coverage documents. rune of Covera e Certificate # Effective Date Exniration Date Limits General Liability Commercial General Liability Contractual Liability Products/Completed Operations Occurrence Auto Liability Owned Autos Hired Autos Non-Owned Autos Auto Physical Damage Scheduled Autos Hired Autos \ 4->. I Property //- 37' /J /...;> Special Form Mobile Equipment Boiler and Machinery Crime Workers' Compensation MOWC&EL-070103 7/112003 7/1/2004 It! Coverage A - Workers' Compo Per Accident Statutory limit It! Coverage B - Employer's Liability Per Accident $2,000.000 CERTIFICATE HOLDER DESCRIPTION The City of Santa Ana MWD Long-Term Groundwater Storage Program Attn: City Manager P.O. Box 1988 Santa Ana, CA 92702 CANCELLATION: Should any of the coverage documents herein be cancelled before the expiration date thereof. ACWNJPIA will 6REiea"er te provide 30 days written notice to the certificate holder named herein. Signed by: Date: March 30. 2004 1/-200 4 ~ 030 /I r - . J,-, . Association of California Water Agencies I Joint Powers Insurance Authority 5620 Birdcage Street, Suite 200, Citrus Heights, CA 95610 CERTIFICATE OF COVERAGE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE COVERAGE DOCUMENT. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE COVERAGE DOCUMENTS LISTED HEREIN. MEMBER Orange County Water District 10500 Ellis Avenue Fountain Valley, CA 92708 /~;~::;>. ! ; ~ ,~- -. .- '\ "......-.~ ""-. ,---- COVERAGE INFORMATION This is to certify that coverage documents listed herein have been issued to the Member Agency herein for the Coverage period indicated. Not withstanding any requirement, term or condition of any contract or other document with respect to which the certificate may be issued or may pertain, the coverage afforded by the coverage documents listed herein is subject to all the terms. conditions and exclusions of such coverage documents. Tvne of Coveraae Certificate # Effective Date Exniration Date Limits General Liability MOLC-100107 10/1/2007 10/1/2008 Aggregate $5,000,000 o Commercial General Liability Per Occurrence $5.000,000 o Contractual Liability o Products/Completed Operations o Occurrence Auto Liability MOLC-100107 10/1/2007 10/1/2008 Per Occurrence $5,000,000 o Owned Autos o Hired Autos o Non-Owned Autos Auto Physical Damage Scheduled Autos Hired Autos Property Special Form Mobile Equipment Boiler and Machinery Crime Workers' Compensation Coverage A - Workers' Compo Coverage B - Employer's Liability DESCRIPTION The Certificate Holder. and their respective directors, officers, agents, representatives and employees have been added as Additional Covered Parties to the Liability Program. but solely with respect to those causes of action arising directly out of the activities covered by the MWD Groundwater Storage Program. Agreement No. 49956 CERTIFICATE HOLDER CANCELLATION Should any of the coverage documents herein be cancelled before the expiration date thereof, ACWNJPIA will em:lea'/or to provide 30 days written notice to the certificate holder named herein. City of Santa Ana Atln: City Manager ~ AUTH?R{;ED ~E<1Gi~~ATIVE DATE ,-' t i, c: P.O. Box 1988 .,--+.ll //:z \:~ lJJ. .:( \"""1\=' 8/28/2007 Santa Ana. CA 92702 i/ , -~ ? ADDENDUM to the Memorandum of Liability Coverage for the ASSOCIATION OF CALIFORNIA WATER AGENCIES JOINT POWERS INSURANCE AUTHORITY MEMBER: Orange County Water District COVERAGE PERIOD: 10/1/2007 - 10/1/2008 ADDENDUM DATE: 10/1/2007 ADDENDUM NUMBER: 19 Change in WHO IS COVERED The following entities are hereby added as Additional Covered Parties: The City of Santa Ana, and their respective directors, officers, agents. representatives and employees, but solely with respect to those causes of action arising directly out of the activities covered by the MWD Groundwater Storage Program, and subject to a $5,000,000 per occurrence and annual aggregate limit of liability. ~'\ A-'. , .c . " > / ~~/c Signed By: Date: 8/28/2007 ive) ~ Association of California Water Agencies I Joint Powers Insurance Authority 5620 Birdcage Street, Suite 200, Citrus Heights, CA 95610 CERTIFICATE OF COVERAGE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE COVERAGE DOCUMENT. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE COVERAGE DOCUMENTS LISTED HEREIN MEMBER Orange County Water District 10500 Ellis Avenue Fountain Valley, CA 92708 ..'~,- r-:~ .,"" /,: ._.:~ (0. , d. ~-..." '....':::) L: . :~\'\~\/j ./ ') ( f I -. COVERAGE INFORMATION This is to certify that coverage documents listed herein have been issued to the Member Agency herein for the Coverage period indicated. Not withstanding any requirement. term or condition of any contract or other document with respect to which the certificate may be issued or may pertain, the coverage afforded by the coverage documents listed herein is subject to all the terms, conditions and exclusions of such coverage documents. Tvoe of Coveraae Certificate # Effective Date Ex"lration Date Limits General Liability Commercial General Liability Contractual Liability Products/Completed Operations Occurrence Auto Liability Owned Autos Hired Autos Non-Owned Autos Auto Physical Damage Scheduled Autos Hired Autos Property Special Form Mobile Equipment Boiler and Machinery Crime Workers' Compensation MOWC&EL-070107 7/112007 7/1/2008 21 Coverage A - Workers' Compo Per Accident Statutory Limit 21 Coverage B - Employer's Liability Per Accident $2,000,000 DESCRIPTION MWD Long-Term Groundwater Storage Program CERTIFICA TE HOLDER CANCELLA nON Should any of the coverage documents herein be cancelled before the expiration date thereof, ACWAlJPIA will enElea"or to provide 30 days written notice to the certificate holder named herein. City of Santa Ana Altn: City Manager ~ AUTH.?R~ZEDJ ~E~f}f7SrNT A TlVE DATE P.O. Box 1988 . /f- Santa Ana, CA 92702 "-r/ /__ -; ~_ .IV ;iIti'i: 6/5/2007 t' I . , "