HomeMy WebLinkAbout25H - AGMT - MWDOCREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
MAY 17, 2016
TITLE:
MASTER AGREEMENT WITH THE
MUNICIPAL WATER DISTRICT OF ORANGE
COUNTY FOR SUPPORT SERVICES AND
PROGRAMS
[NONGENERAL FUND]
(STRATEGIC PLAN NO. 1, 2D; 4, 1; 5, 2; 7,
5F)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
I] As Recommended
® As Amended
® Ordinance on 15' Reading
® Ordinance on 2ntl Reading
C Implementing Resolution
Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a master agreement with
Municipal Water District of Orange County, for participation in programs and services to support
the water enterprise, for an initial term of five years, beginning upon approval by the Municipal
Water District of Orange County and ending on June 30, 2021, with an option to extend for an
additional five years, in an amount not to exceed $635,000 over the initial five -year period,
subject to nonsubstantive changes approved by the City Manager and City Attorney.
DISCUSSION
In 1928, the City of Santa Ana participated in the establishment of the Metropolitan Water District
of Southern California (Met) to secure adequate water for the city, county, and region. Santa Ana
is one of only three Met member agencies in Orange County; the other two being Anaheim and
Fullerton. Santa Ana purchases 25 percent of its wholesale water from the Met.
In 1933, the Municipal Water District of Orange County ( MWDOC) was created to serve Orange
County water retailers. MWDOC provides wholesale water, services, and programs to its Orange
County member agencies. While the Water Resources Division does not purchase water from
MWDOC, it has purchased water enterprise support services. The Division also participates in
programs that assist in planning, operations, efficiency and conservation, and community
education efforts, while focusing on its core mission to deliver clean, safe, and reliable drinking
water.
The master agreement between MWDOC and the City of Santa Ana allows the parties to
collaborate on water resources activities, including planning analysis and reports, water use
efficiency programs, school education programs, emergency preparedness programs and other
joint efforts.
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Master Agreement with MWDOC for
Support Services and Programs
May 17, 2016
Page 2
The master agreement provides for the following activities:
• Water Use Efficiency Programs
• School Education Programs (Elementary and High School)
• Water Emergency Preparedness Activities including annual support of the Water
Emergency Response Organization of Orange County
• Shared Consulting Agreements
• Water Resources Planning
• Strategic Services
• Water Loss Control Services
• Urban Water Management Plans
The City has previously contracted with MWDOC for most of these services and expects to
continue into the foreseeable future. This master agreement enables staff to more quickly and
efficiently engage in MWDOC activities by clearly establishing a basic foundation for this
contractual business relationship for the term of the master agreement. It will supersede any
existing agreements between the City and MWDOC for the indicated activities.
To standardize and simplify implementation of these activities, the agreement requires approval
of additional programs and services at the City's sole discretion. Approval of the master
agreement will give the Water Resources Manager approval authority to participate in specific
programs and services offered by MWDOC. Should the City desire to add additional services or
programs that require funding during the term of this master agreement, staff will seek Council
review and approval of an amendment to incorporate those activities into this agreement or into a
separate agreement.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #2
(broaden communications, information sharing, and community awareness of public safety
activities), Strategy D (expand Community awareness of Public Safety activities, programs and
services that focus on risk reduction (smoke alarms, water safety, pedestrian safety, fire
safety /prevention); Goal #4 - City Financial Stability, Objective #1 (maintain a stable, efficient and
transparent financial environment); Goal #5 - Community Health, Livability, Engagement and
Sustainability, Objective #2 (expand opportunities for conservation and environmental
sustainability); Goal #5 - Community Health, Livability, Engagement and Sustainability, Objective
#2 (expand opportunities for conservation and environmental sustainability); and, Goal #7 - Team
Santa Ana, Objective #5 (create a culture of innovation and efficiency within the organization),
Strategy F (explore opportunities to engage with outside agencies, both private and public, to
share information and increase efficiencies).
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Master Agreement with MWDOC for
Support Services and Programs
May 17, 2016
Page 3
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
There is no fiscal impact associated with the recommended action. Future fiscal impacts incurred
through subagreements will comply with the amounts indicated above and the Limitation of
Financial Commitment by the City in Section 11 of the attached master agreement. Funding will
be verified by Finance & Management Services during Fiscal Years 2015 -16, 2016 -17, 2017 -18,
2018 -19, 2019 -20, 2020 -21 and applicable renewal options as needed, prior to the execution of
program subagreements. Implementation of any services identified in the agreement is subject to
funding availability in the Capital Recovery Charges, Sanitary Sewer Services, Water Enterprise,
and Water Utility Capital Funds (054, 056, 060, and 066, respectively).
"remouvi our
Executive Director
Public Works Agency
FM /NS /RR
Exhibit: 1. Master Agreement
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MASTER AGREEMENT FOR PROGRAMS AND SERVICES
BETWEEN MUNICIPAL WATER DISTRICT OF ORANGE COUNTY ( MWDOC)
AND THE CITY OF SANTA ANA
THIS AGREEMENT (the "Agreement ") is made as of _ 2016 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." City Staff shall be defined as the City's Water
Resources Manager or his designee. That role is currently filled by Nabil Saba, PE, City of
Santa Ana Water Resources Manager.
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; and
WHEREAS, the Parties share many water planning characteristics, including
location, climate history, demographics, water sources, water supplies and demand
management measures; and
WHEREAS, the Parties share a long and successful history of collaborating on water
resource activities, planning analyses and reports, water use efficiency programs, school
education programs, emergency preparedness programs and otherjoint efforts; and
WHEREAS, the Parties desire 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 understand that ail programs administered are done so that
the ultimate decision to participate and seek a rebate is made by the end water user
within the City; and .
WHEREAS, the Parties have prepared this Agreement to address the common goal
of 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. OVERVIEW OF JOINT ACTIVITIES
a) The Agreement shall cover those activities as can be agreed to between MWDOC and
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EXHIBIT I
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the City including the following:
• Water Use Efficiency (WUE) Programs
• School Education Programs (Elementary and High School)
• Water Emergency Preparedness Activities including annual support of the Water
Emergency Response Organization of Orange County (WEROC)
• Shared Consulting Agreements
• Water Resources Planning
• Strategic Services
• Water Loss Control Services
• Urban Water Management Plans
b) The provisions as described below shall apply to the above services,
2. WATER USE EFFICIENCY PROGRAMS ( "WUE PROGRAMS ")
a) Subject to the limitations set forth in Sections 2 - 5, 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" WUE Programs that are
available to MWDOC's member agencies. Each year, as MWDOC's budget is
developed, MWDOC shall provide notice to the City by submitting the WUE Program
Participation cost estimate (budget) for the subsequent fiscal year (same as it provides
to all of its member agencies) to allow the City to consider participation. City has the
sole discretion to participate. MWDOC shall also provide City with any other information
or documents which 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 Participation cost estimate and choose the WUE
Programs, the level of its participation, and funding levels that the City deems beneficial.
In connection with the foregoing, the City will notify MWDOC via email regarding the
City's financial participation in the upcoming fiscal year. Whenever NEW opportunities
for WUE programs shall become available, MWDOC shall notify the City Staff and
provide sufficient details and requirements for each, and estimated costs for City's
review and decision regarding participation. The City Staff shall provide MWDOC an
email confirmation regarding whether it intends to participate in the NEW opportunities
and its level of participation.
b) Except to the extent of the elections made in the WUE Participation Notification, 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, unless elected to by the
City Staff as outlined in Sections 2 - 5.
3. WUE PROGRAMS WITH NO MATCHING CONTRIBUTION REQUIREMENT
a) Subject to the limitations set forth herein, the Parties agree that the WUE Programs
chosen by the City for participation, with the exception of any WUE program that
requires City funding, shall be made available throughout the City's water service area
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for the Term of this Agreement, without the need for a separate agreement between the
Parties beyond this Agreement. City participation in any WUE program that requires
City funding shall proceed only upon approval of the City, as provided herein.
b) At the time this Agreement is made, the following WUE Programs are available to the
City from MWDOC and they do not require local match funding from the City or any
other contribution from the City. The City may voluntarily elect to provide, as described
below, supplemental funding in order to enhance the level of incentive paid to the
participant.
• Drought Response Turf Removal Program (SAWPA)
• Comprehensive CII Program (SAWPA)
• Comprehensive Landscape Program (USBR)
• Water Smart Landscape Program (aka - Landscape Performance Certification
Program)
MWDOC will provide the City with support for these programs in the form of marketing
materials and staff support. Grant funding obtained by MWDOC for WUE Programs will
be made available to end water users within the City's water service area in the same
manner it is made available to MWDOC member agencies.
c) When required for any WUE Program, as determined by MWDOC and the program
design, and subject to provisions in Sections 2 - 5, the City will be required to conduct
pre- and post- installation verification inspections and will provide MWDOC with
documentation showing inspection results, Personnel and equipment costs incurred by
the City, if any, will nat be reimbursed by MWDOC or any other third party. Such
inspection obligations shall not exceed those levels or amounts set forth in the WUE
Participation Notification, attached hereto as Exhibit A. If City has agreed to participate in
any program that requires Inspections, the City may, in the alternative to the foregoing,
request in writing in response to the WUE Program Participation budget that MWDOC
direct its inspection contractor to conduct pre- and post - installation verification
inspections, at the City's cost, provided MWDOC provides City with an estimate for these
costs and City Staff approves such costs. MWDOC shall invoice the City monthly for
such inspection costs. In addition to the direct costs to MWDOC, reasonable staff time
and overhead attributable to the inspection services may be invoiced to the City and the
City is responsible for paying MWDOC for such.
d) Should City request to add supplemental funding in order to increase incentive levels
beyond the levels established, City may do so at its sole discretion by listing the per
device and total funding amounts in its response to the WUE Program Participation
budget. Submittal to MWDOC of the WUE Participation Notification document with
changes by the 10th of the month will take effect by the first of the following month.
4. WUE PROGRAMS WITH MATCHING LOCAL CONTRIBUTION REQUIREMENT
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a) The Parties agree that MWDOC's WUE Programs that require a local contribution shall
be made available throughout the City's water service area for the Term of this
Agreement, without the need for a separate agreement between the Parties beyond this
Agreement. Selection to participate by the City and the level of funding required for any
MWDOC WUE program device will be designated in the WUE Program Participation
budget. Any changes, such as funding levels, program participation, and /or overall
funding amounts, City wishes to make during the Term of this agreement will be made in
response to the WUE Program Participation budget.
b) The local contribution required under these Programs varies. The amount of local match
funding required for any particular device will be determined by the availability of other
funding, and the City's share of the local matching fund for each device installed shall be
mutually agreed upon between the City and MWDOC prior to the commitment of City
funds, which the City shall acknowledge by submitting a response to the WUE Program
Participation budget.
5. WUE PROGRAM COST ALLOCATION AND INVOICING
a) During its annual budget process, MWDOC shall allocate to the City a proportionate
share of MWDOC's estimated WUE Program costs. This share is determined by
calculating the percentage of total outside funding provided during the previous calendar
year to WUE Program participants within the City's service area compared to the total of
all outside funding under MWDOC's WUE Program. That percentage is then applied to
MWDOC's total WUE "Choice" Program budget, including personnel and overhead
costs. Based on the information provided, the City shall decide whether or not to
participate and shall advise MWDOC. This allocation process is the same as the
allocation process used to allocate casts to MWDOC's member agencies.
b) For those programs included in the WUE Program Participation budget, MWDOC shall
invoice the City for WUE Program costs no later than August 30 of each year, and the
City shall pay the amount due within thirty (30) days of receipt of the invoice. MWDOC
must be notified of any disputed invoice within 30 days of receipt.
c) A reconciliation of actual WUE Program costs will be performed at the end of each year
during MWDOC's budget process and reflected in the invoice sent to the City the
following year.
d) MWDOC shall invoice the City on a monthly basis for any local funding required,
including the per device amounts, any inspection costs, and /or any provided
supplemental funding, provided the City has agreed to participate in such programs.
Such invoices shall be mailed by the 10th day of each month for the preceding month
and shall be paid by the City within 30 days. The amount invoiced per device shall be
determined by MWDOC and conveyed to City prior to City's participation. All funding
amounts will be listed in the WUE Program Participation budget.
6. SCHOOL EDUCATION PROGRAMS (ELEMENTARY AND HIGH SCHOOL)
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a) MWDOC's School Education Programs are offered as a "Choice" program offering on a
pay- for - service program manner for both MWDOC's member agencies and the Cities of
Anaheim, Fullerton and Santa Ana. The programs and options are described below.
Typically, these programs are structured and priced annually through MWDOC's
budgeting process, The School Education Program services offered by MWDOC and the
City annually selects targets for both Elementary and the High School Programs.
MWDOC and its contractors agree to attempt to fulfill the target amounts, but cannot
guarantee such and will charge the City based on actual students and schools involved
in the programs. For the School Programs, MWDOC will invoice for the total annual
estimated costs and will provide a reconciliation at the year -end, based on the actual
services provided.
b) Elementary School Grades 1 -6
i) Currently, the Elementary School Program is operated by the Discovery Science
Foundation under contract with MWDOC and offers services based on the number of
students desired by each of the member agencies. The program is offered to grades
1 -6 with all students using the Keypad Program. The final billing is based on actual
number of students that participate.
c) High School Program
Currently, the High School Program is being conducted by contract with MWDOC by
Inside the Outdoors, a department of the Orange County Department of Education and
is being conducted in partnership with The Ecology Center. The program offers two parts
as follows:
i) Basic Program - MWDOC structured the "digital portion" of the High School Program
and the High School Teacher Training portion of the program, with costs allocated to
member agencies and the City based on the High School Student Population count
per water serving agency. This was done because the "digital" portion of the program
involves development of a web -based program aimed at attracting and engaging
high school students from all over the County and because the Teacher Training is
open to all teachers in the County.
ii) Specific Funding to a High School in the Member Agency Service Area - Agencies
can elect to have at least one High School in their service area participate in the
detailed program involving their entire student body. Agencies can opt in or out of
this portion of the program if they do not want it offered for their service area,
7. THE WATER EMERGENCY RESPONSE ORGANIZATION OF ORANGE COUNTY
( WEROC)
a) The parties may participate, without the need for an additional agreement in WEROC
operations. 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
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District and the South Orange County Wastewater Authority. The purpose of WEROC is
to assist water and wastewater services with preparedness and response coordination
for mutual aid and other services and to represent water and wastewater entities at the
Orange County Operational Area. In order to build the relationships needed for effective
response, WEROC works with member agencies, Metropolitan Water District of
Southern California, the County Operational Area, the State Office of Emergency
Services and other emergency response partners throughout the year to educate,
network and train together. WEROC staff works with its member agencies (including 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. Lastly, WEROC staff maintains two emergency operation centers, its own
response plans and the backbone of the WEROC radio communications system. in
providing these services WERCC continues to lead the nation as a model for water and
wastewater emergency coordination and response.
b) MWDOC will charge a percentage of WEROC's annual budget to the City to fund
WEROC operations. The historical percentage allocated is 3,80% and is based on
historical negotiations among the WEROC funding partners. The proposed program
budget and funding agency charges will be submitted to City for budgetary consideration
annually.
B. SHARED CONSULTING SERVICES
a) The Parties may participate, without the need for an additional agreement, in the
planning, research, policy development, water resources planning, strategic processes
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 if it elects to participate in the
consulting services and the limit of its financial participation. These and other joint
activities and studies related to water resources planning are basic and recurring
functions for both MWDOC and the City, and the City's Water Resources Manager shall
have discretion to authorize participation by the City in consulting contracts administered
by MWDOC by giving written notice to MWDOC, provided the Agreement Limit (defined
below) has not been reached.
b) The City shall not have any obligation to pay for this consultant unless the City agrees to
participate in the consultant's proposed costs.
9. AWARD AND ADMINISTRATION OF CONSULTANT AGREEMENTS
a) When programs or services desired by the City and 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
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engagement. MWDOC will award the agreement pursuant to its own Administrative
Code and procedures, except as noted in this Agreement.
b) For each professional services agreement, MWDOC will determine appropriate
insurance requirements. When MWDOC requires a consultant's insurer to name
MWDOC, its directors, officers, agents, employees, attorneys, consultants and
volunteers as additional insureds, the same requirement will be made for the City and its
Council, officers, agents, employees, attorneys, consultants and volunteers. Other
protections in MWDOC's Insurance requirements, including waiver of subrogation rights,
will also be extended to the City when practicable.
c) 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.
d) 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. The cost allocation among participants and the City will
vary by project; the basis of the cost allocation and sharing to the City shall be provided
and agreed upon prior to the initiation of the professional services agreement. MWDOC
shall invoice the City for the full estimated cost of such services and shall provide a
reconciliation at the end of each contract. Any invoices shall be mailed by thel Oth day of
each month for the preceding month and shall be paid by the City within 30 days.
e) MWDOC shall inform the City on a timely basis of any proposed extra work under any
professional service agreement being administered by MWDOC that would result in an
increase in the City's payment under this Agreement. MWDOC shall seek input and
written concurrence from the City and any other participating agencies prior to the
authorization of extra work by the consultant. For the purpose of this section only, an e-
mail from MWDOC staff to City staff, with an e -mail response from City staff, shall satisfy
MWDOC's obligation to seek written concurrence.
f) MWDOC will be responsible for all aspects of managing the consultant contract including
making any payments required under the terms and conditions of the contract.
10. TERM
a) This Agreement shall be effective immediately upon execution and shall continue
through June 30, 2021 ( "Expiration Date "). The Parties may mutually agree to renew this
Agreement for an additional five years in writing made on or before the initial Expiration
Date.
b) This Agreement does not authorize the programs and services in excess of six hundred
and thirty thousand dollars over the five years term ($635,000) ( "Agreement Limit"), as
outlined below.
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c) If the City wishes to add any programs, activities, or studies set forth in this Agreement,
notice of such additions can be given at any time acceptable to either Party. If the City
wishes to delete any programs, activities, or studies set forth in this Agreement, notice of
such deletions must be received by MWDOC prior to April 15th for the following fiscal
year.
d) The City or MWDOC may terminate this Agreement in its entirety at any time upon thirty
(30) days written notice to the other Party. 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 and promptly paid by the City within thirty (30) days. At the time
of termination, the City shall remain obligated for any initiatives started that cannot be
terminated without incurring costs. MWDOC and the City agree to work amicably to
carry out any notice of termination.
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11. LIMITATION OF FINANCIAL COMMITMENT BY THE CITY
a) The financial limit by this agreement is outlined below. The below table provides the
estimated current level of activities and projects out the future costs of these activities
over the next five years, with future estimates of escalation. The limits provided below
are for purposes of City Staff seeking authorization to carry -out these activities over a
multiple year period and DO NOT imply any future commitment by the City to MWDOC,
The City Staff will utilize this agreement, within their discretion and decision - making to
engage on activities with MWDOC only as specifically outlined in this Agreement and
only for the matters outlined in this Agreement. The City Staff has sole decision- making
responsibility in determining whether or not to participate with MWDOC on any or none
of the opportunities outlined in this Agreement.
Limitation of Cost of Services Over the Next Five Years
Maximum
Not to
Type of Service
Annual
Exceed
Estimate
Estimate
Over 5
Years
Water Use Efficiency WUE Programs _ ms
School Education Programs
_Varies
$70,0000
$350,000
Water Emergency Preparedness Organization of Orange
$15,000
$75,000
Count WEROC
Shared Consulting Agreements
$38,000
_
$199,2.00
Water Resources Planning
$2,000
$10,000
Strate is Services e
$2,000
$10;000
Total
��
$ti35,000
12. DELIVERY OF NOTICE
a) 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:
If to MWDOC:
Municipal Water District of Orange County
18700 Ward Street
Fountain Valley CA 92708
Phone: (714) 963 -3058
Attention: General Manager, Rob Hunter
Email: Rhunter @mwdoc.corn
If to City:
Public Works Agency
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Water Resources Division
220 South Daisy Ave.
Santa Ana, CA 92702
Phone: (714) 647 -3378
Attention: Water Resources Manager, Nabil Saba
Email: NSaba @santa- ana.org
b) Such notice shall be deemed made when personally delivered or emailed and shall be
deemed adequate notice on the date actual notice occurred, regardless of the method of
service.
13. ACCOUNTING
a) Upon request of the City, MWDOC will provide copies of any specified consultant's
agreements, invoices and MWDOC's related payment records.
14. INDEPENDENT CONTRACTORS
a) 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.
15. INDEMNIFICATION
a) 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.
b) To the extent that MWDOC, including its staff or consultants, or the City, including its
staff or consultants, 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.
16. JURISDICTION AND VENUE
a) 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.
17. JOINT DRAFTING
a) All Parties have participated in the drafting of this Agreement. The Agreement may be
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signed in counterpart to facilitate processing.
18. SEVERABILITY
a) 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,
19. ENTIRE AGREEMENT
a) 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.
Date:
By: _ _---
Rob Hunter
General Manager
MWDOC
Approved as to Form
Date:��
Legal Counsel:
Best, Best & Krieger
Elm-
David Cavazos
City Manager
City of Santa Ana
Approved as to Form
Date:
B
C Attorney
RECOMMENDED FOR APPROVAL:
Fred Mousavipour
Executive Director
Public Works Agency
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