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CONTRACT 6577 OtherAgreement No. 6577 PARTNERSHIP AGREEMENT BETWEEN THE COUNTY OF LOS ANGELES, CITY OF EL SEGUNDO, CITY OF HAWTHORNE, CITY OF LAWNDALE, CITY OF MANHATTAN BEACH, AND CITY OF REDONDO BEACH FOR ALONDRA PARK MULTI -BENEFIT STORMWATER CAPTURE PROJECT This PARTNERSHIP AGREEMENT (AGREEMENT) is made and entered into as of the date of the last signature set forth below by and among the County of Los Angeles (COUNTY), a political subdivision of the State of California, City of El Segundo (EL SEGUNDO), City of Hawthorne (HAWTHORNE), City of Lawndale (LAWNDALE), City of Manhattan Beach (MANHANTTAN BEACH), and City of Redondo Beach (REDONDO BEACH), all municipal corporations in the County of Los Angeles (CITIES). Collectively, these entities shall be known herein as PARTIES or individually as PARTY. WITNESSETH WHEREAS, effective December 28, 2012, the Los Angeles Regional Water Quality Control Board (REGIONAL BOARD) issued National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit Order No. R4- 2012-0175 (MS4 Permit or Permit); and WHEREAS, the MS4 Permit requires the COUNTY, the Los Angeles County Flood Control District, and 84 of the 88 cities (excluding Avalon, Long Beach, Palmdale, and Lancaster) within Los Angeles County to comply with the requirements of the MS4 Permit; and WHEREAS, the MS4 Permit identified the PARTIES as MS4 permittees responsible for compliance with requirements pertaining to the Dominguez Channel Watershed Management Area; and WHEREAS, the PARTIES who are members of the Dominguez Channel Watershed Management Area Group (DCWMG) have jointly prepared an Enhanced Watershed Management Program (EWMP) plan as required by the MS4 Permit; and WHEREAS, the DCWMG EWMP plan identified a suite of institutional and structural control measures, including multi -benefit regional projects to address the PARTIES' compliance; and WHEREAS, the PARTIES propose to improve the water quality of stormwater and urban runoff form their respective land areas; and Page 1 of 19 Agreement No. 6577 WHEREAS, the COUNTY proposes to design, construct, operate and maintain the Alondra Park Multi -Benefit Stormwater Capture Project (hereinafter referred to as PROJECT), WHEREAS, the PROJECT is in the Dominguez Channel Watershed, and is identified in the DCWMG EWMP plan; and WHEREAS, effective September 11, 2021, the REGIONAL BOARD issued National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit Order No. R4-2021-0105 (Current MS4 Permit or Permit); and WHEREAS, the DCWMG prepared and submitted a revised WMP to the REGIONAL BOARD; and WHEREAS, the PROJECT is identified in the DCWMG revised WMP plan; and WHEREAS, the PROJECT is anticipated to include below ground elements such as stormwater diversion structures, stormwater pretreatment systems, underground storage system, stormwater treatment system, and connection to sanitary sewer line (hereinafter referred to as WATER QUALITY IMPROVEMENTS), and above ground improvements and recreational elements such as drought tolerant landscaping, restored baseball fields, soccer field, multi -purpose field, and interpretive signage; WHEREAS, the PROJECT will be designed to provide treatment of 40 acre-feet of runoff volume through constructed WATER QUALITY IMPROVEMENTS; and WHEREAS, of the 40 acre-feet (AF) of runoff volume captured by the PROJECT, the County will be credited 2.00 AF for PROJECT management and administration, which is five (5) percent of the runoff volume captured by the PROJECT; and WHEREAS, 8.31 AF will be credited to the California Department of Transportation (CALTRANS) through a separate agreement with the County for their contribution of $15,000,000 to the PROJECT; and WHEREAS, the remaining volume capture will be credited to the PARTIES as shown in Tables 1-3 of Exhibit A, and WHEREAS, the estimated cost of the PROJECT is seventy million three hundred thirty-two thousand dollars ($70,332,000); and Page 2 of 19 Agreement No. 6577 WHEREAS, the COUNTY has received a total of thirty-two million one hundred one thousand sixty-one dollars ($32,101,061) of grant funding towards funding the PROJECT through two grants. Thirty million dollars ($30,000,000) of the grant funding is from the Safe Clean Water (SCW) Infrastructure Program and two million one hundred one thousand sixty-one dollars ($2,101,061) from Proposition 1 Stormwater Grant (PROP 1), referred to collectively as GRANTS; and WHEREAS, each PARTY will be credited through the $30,000,000 from the SCW Infrastructure Program as shown on Table 2 of Exhibit A based on tributary area; EL SEGUNDO will be credited 3.57 AF; HAWTHORNE will be credited 2.65 AF; LAWNDALE will be credited 3.89 AF; MANHATTAN BEACH will be credited 1.20 AF; REDONDO BEACH will be credited 3.61 AF; COUNTY will be credited 1.18 AF; and WHEREAS, the COUNTY, REDONDO BEACH, and HAWTHORNE, will be credited additional runoff volume based on additional fund contributions as shown on Table 3 of Exhibit A; and WHEREAS, REDONDO BEACH agrees to fund an amount of five hundred thousand dollars ($500,000) of the PROJECT costs and will be credited an additional 0.29 AF, bringing REDONDO BEACH's total credit to 3.90 AF; and WHEREAS, HAWTHORNE agrees to fund an amount of two million two hundred thousand dollars ($2,200,000) of the PROJECT costs and will be credited an additional 1.29 AF, bringing HAWTHORNE's total credit to 3.94 AF; and WHEREAS, COUNTY agrees to fund the remaining amount of the PROJECT costs estimated at twenty million five hundred thirty thousand nine hundred thirty nine dollars ($20,530,939) and will be credited an additional 12.01 AF, bringing COUNTY's total credit to 15.19 AF; and WHEREAS, PARTIES agree to amend Exhibit A if PROJECT costs change to adjust runoff volume capture credits for each PARTY; and WHEREAS, PARTIES agree to enter into a separate agreement for Operations and Maintenance (O&M) for the PROJECT's useful life to maintain each PARTY's runoff volume capture credit shown in Exhibit A; and WHEREAS, for the purpose of this Agreement, the "useful life" of any constructed portions of the PROJECT begins upon completion of construction and continues until 50 years thereafter; and Page 3 of 19 Agreement No. 6577 WHEREAS, PARTIES desire to enter into this AGREEMENT to establish each PARTY's responsibilities and financial obligations for the PROJECT; and WHEREAS, the PROJECT is in the joint interest of PARTIES and will improve water quality and quality of life for residents and provide opportunities for water conservation; and NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, PARTIES hereby agree as follows: 1. COUNTY AGREES: a. To prepare plans, specifications, and a cost estimate for the PROJECT. b. To utilize the combined thirty-two million one hundred one thousand sixty- one dollar ($32,101,061) in grant funding from GRANTS towards the construction of the PROJECT and to ensure all grant requirements are met. c. To prepare, as lead agency, and obtain approval of any necessary environmental documents as required under the California Environmental Quality Act (CEQA) for the PROJECT. d. To obtain and comply with all applicable regulatory permits, approvals, and requirements for the PROJECT, including obtaining adequate right-of- way for the useful life of the PROJECT for any work to be carried out on property not owned by any of the PARTIES. e. To require each consultant or contractor retained to implement the PROJECT to obtain liability coverage PARTIES and their respective officers, agents, employees, and volunteers as additional insureds on such policy. f. To advertise the PROJECT for construction bids; to award and administer the construction contract; to modify approved plans and specifications for the PROJECT necessitated by unforeseen field conditions encountered during construction as necessary to ensure the PROJECT is constructed as intended; and to cause the PROJECT to be constructed in accordance with the approved plans and specifications. Page 4 of 19 Agreement No. 6577 g. To prepare an O&M manual, a document that describes in detail the operation and maintenance requirements for all WATER QUALITY IMPROVEMENTS based on the final PROJECT design, including, but not limited to, inspections, clean out of pretreatment devices and underground storage systems, and repairs. Upon award of a construction contract by COUNTY for PROJECT, to notify PARTIES of any request for a change order related to the construction of the PROJECT that exceeds ten percent (10%) of the total contract amount within ten (10) business days of receipt of the request, and to further notify PARTIES of COUNTY's approval thereof, or if it does not so approve, the reasons therefor, within ten business days of receipt of the request. Any change order that will results in the total cost of the PROJECT to exceed $77,65,200 will require approval of all PARTIES prior to COUNTY's approval of the change order. To invoice REDONDO BEACH and HAWTHORNE based on the payment schedule shown in Exhibit B. The total invoiced amounts shall not exceed $500,000 and $2,200,000 for REDONDO BEACH and HAWTHORNE, respectively. In the event the PROJECT costs increase after execution of this AGREEMENT, an amendment shall be required to provide for the increased cost and redistribution of the 40 acre-feet (AF) of runoff volume credit. j, Upon completion of the PROJECT, to assume ownership, operation, and maintenance responsibilities for WATER QUALITY IMPROVEMENTS and above ground improvements. k. Upon completion of construction of PROJECT, to provide as -built plans to CITIES. I. Upon completion of the PROJECT, to operate and maintain WATER QUALITY IMPROVEMENTS pursuant to the O&M MANUAL. m. Upon completion of the PROJECT, to provide CITIES with contact information for person(s) responsible for the operation and maintenance activities set forth in this MOU. n. Upon completion of the PROJECT, to maintain and comply with all applicable regulatory permits and requirements associated with operation Page 5 of 19 Agreement No. 6577 and maintenance of the PROJECT. COUNTY will maintain and operate the PROJECT throughout its useful life. o. During construction and throughout the useful life of the PROJECT, COUNTY shall provide and maintain insurance against fire, vandalism and other loss, damage or destruction of the PROJECT. p. COUNTY shall not abandon, discontinue use of, lease or dispose of the PROJECT or fail to maintain any significant part or portion of the PROJECT thereof during its useful life. 2. REDONDO BEACH AGREES: a. To provide COUNTY with a not -to -exceed amount of $500,000 to finance the capital costs of the PROJECT per Exhibit B invoice schedule. In the event the PROJECT costs increase after execution of this AGREEMENT, an amendment shall be required to provide for the increased cost and redistribution of the 40 acre-feet (AF) of runoff volume credit. b. At REDONDO BEACH'S discretion, to provide any necessary approvals, entitlements, and permits to provide adequate rights -of -way for the useful life of the PROJECT if the project is in CITIES' jurisdiction. c. To approve or disapprove of any change order to the construction of the PROJECT requested by COUNTY within twenty-one (21) working days of receipt of written request from COUNTY. Approval shall not be unreasonably withheld. In the event of a disagreement, the issue shall be mutually referred to sequentially higher administrative levels within the PARTIES until the issue is resolved. If the PARTIES are still unable to resolve their disagreement, COUNTY reserve all rights and remedies at law and in equity. d. To pay COUNTY within sixty (60) days of receipt of invoice. e. To provide COUNTY any comments to COUNTY's proposed O&M MANUAL within twenty-one (21) business days of receipt. Page 6 of 19 Agreement No. 6577 3. HAWTHORNE AGREES: a. To provide COUNTY with a not -to -exceed amount of $2,200,000 to finance the capital costs of the PROJECT per Exhibit B invoice schedule. In the event the PROJECT costs increase after execution of this AGREEMENT, an amendment shall be required to provide for the increased cost and redistribution of the 40 acre-feet (AF) of runoff volume credit. b. To provide any necessary approvals, entitlements, and permits to provide adequate rights -of -way for the useful life of the PROJECT if the project is in CITIES' jurisdiction. c. To approve or disapprove of any change order to the construction of the PROJECT requested by COUNTY within twenty-one (21) working days of receipt of written request from COUNTY. Approval shall not be unreasonably withheld. In the event of a disagreement, the issue shall be mutually referred to sequentially higher administrative levels within the PARTIES until the issue is resolved. If the PARTIES are still unable to resolve their disagreement, COUNTY reserve all rights and remedies at law and in equity. d. To pay COUNTY within sixty (60) days of receipt of invoice. e. To provide COUNTY any comments to COUNTY's proposed O&M MANUAL within twenty-one (21) business days of receipt. 4. EL SEGUNDO, LAWNDALE, AND MANHATTAN BEACH AGREE: a. To, in good faith, consider approval and provision of any necessary approvals, entitlements, and permits to provide adequate rights -of -way for the useful life of the PROJECT if the project is in CITIES' jurisdiction. b. To approve or disapprove of any change order to the construction of the PROJECT requested by COUNTY within twenty-one (21) working days of receipt of written request from COUNTY. Approval shall not be unreasonably withheld. In the event of a disagreement, the issue shall be mutually referred to sequentially higher administrative levels within the PARTIES until the issue is resolved. If the PARTIES are still unable to Page 7 of 19 Agreement No. 6577 resolve their disagreement, COUNTY reserve all rights and remedies at law and in equity. c. To provide COUNTY any comments to COUNTY's proposed O&M MANUAL within twenty-one (21) business days of receipt. 5. IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. This AGREEMENT shall become effective on the last date of execution by a PARTY and shall remain in effect until CITIES have paid all outstanding invoices for costs associated with the PROJECT capital. b. All PARTIES shall have suitable access to the PROJECT sites at all reasonable times during PROJECT implementation and thereafter for the useful life of the PROJECT. c. If PROJECT costs increase and there are insufficient funds an amendment shall be required to provide for the increased cost and redistribution of the 40 acre-feet (AF) of runoff volume credit. d. PARTIES shall have no financial obligation to any other PARTY under this AGREEMENT except as herein expressly provided. e. PARTIES may elect to partner in the pursuit of grant funding opportunities for the PROJECT. f. To maintain each PARTY's 24-hour runoff volume capture capacity credit, all PARTIES agree to enter into a separate agreement for O&M for the PROJECT that shall remain in effect until CITIES have paid all outstanding invoices for costs associated with PROJECT O&M for the useful life. g. Each PARTY shall indemnify, defend, and hold harmless each other PARTY, including its special districts, elected and appointed, officers, employees, agents, attorneys, and designated volunteers from and against any and all liability, including, but limited to demands, claims, actions, fees, costs, and expenses (including reasonable attorney's and expert witness fees), arising from or connected with the respective acts of each PARTY arising from or related to this AGREEMENT; provided, Page 8 of 19 Agreement No. 6577 however, that no PARTY shall indemnify another PARTY for the latter PARTY's own negligence or willful misconduct. GENERAL PROVISIONS Cooperation. The PARTIES shall fully cooperate with one another to attain the purposes of the AGREEMENT. Good Faith. Each PARTY shall use reasonable efforts and work in good faith for the expeditious completion of the purposes and goals of this AGREEMENT and the satisfactory performance of its terms. Voluntary. This AGREEMENT is voluntarily entered into, to attain the purposes set forth in this AGREEMENT. Relationship of PARTIES. The PARTIES are and shall remain at all times as to each other wholly independent entities. No PARTY to this AGREEMENT shall have power to incur any debt, obligation, or liability on behalf of another PARTY unless expressly provided to the contrary by this AGREEMENT. No employee, agent, or officer of a PARTY shall be deemed for any purpose whatsoever to be an agent, employee or officer of another PARTY. Binding Effect. This AGREEMENT shall be binding upon, and shall be to the benefit of the respective successors, heirs, and assigns of each PARTY; provided, however, no PARTY may assign its respective rights or obligations under this AGREEMENT without prior written consent of the other PARTIES. Amendment. The terms and provisions of this AGREEMENT may not be amended, modified or waived, except by an instrument in writing signed by all the PARTIES. Waiver. Waiver by any PARTY to this AGREEMENT of any term, condition, or covenant of this AGREEMENT shall not constitute a waiver of any other term, condition, or covenant. Waiver by any PARTY to any breach of this provisions of this MOU shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this AGREEMENT. Governing Law. This AGREEMENT is made under and will be governed by the laws of the State of California. In the event of litigation between the PARTIES, venue in the state trial court shall lie exclusively in the County of Los Angeles. Page 9 of 19 Agreement No. 6577 No Third Party Rights. The PARTIES to this AGREEMENT do not create rights in, or grant remedies to, any third party as a beneficiary of this AGREEMENT, or of the duty, covenant, obligation or undertaking established in this Agreement. No Presumption in Drafting. All PARTIES have been represented by legal counsel in the preparation and negotiation of this AGREEMENT. Accordingly, this AGREEMENT shall be construed according to its fair language. Any ambiguities shall be resolved in a collaborative manner by the PARTIES. Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this AGREEMENT, the rights and remedies of the PARTIES are cumulative and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default, or any other default by the other PARTIES. Legal Action. In addition to any other rights or remedies, any party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to complete specific performance of this AGREEMENT, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Termination. The COUNTY reserves the right to terminate this AGREEMENT for any reason upon thirty (30) days' prior to written notice to CITIES. In the event of such termination, CITIES shall be entitled to a prorated portion of the PARTIES' annual contribution for the calendar year in which the COUNTY terminates the AGREEMENT hereunder. Severability. The provisions of this AGREEMENT are severable, and the invalidity, illegality or unenforceability of any provision of this AGREEMENT will not affect the validity or enforceability of any provision. If any provision of this MOU is found to be invalid, illegal, or unenforceable, the PARTIES shall endeavor to modify that clause in a manner which gives effect to the intent of the PARTIES in entering into this AGREEMENT. Counterparts. This AGREEMENT may be executed in counterparts, which together shall constitute the same and entire AGREEMENT. Page 10 of 19 Agreement No. 6577 Notices. Any notices, bills, invoices, or reports relating to this AGREEMENT, and any request, demand, statement or other communication required or permitted hereunder shall be in writing and shall be delivered to the Representative of the PARTY at the address set forth below. PARTIES shall promptly notify each other of any change of contact information, including personnel changes. Written notice shall include notice delivered via email or fax. A notice shall be deemed to have been received on (a) the date of delivery, if delivered by hand during regular business hours, or by confirmed facsimile or by email; or (b) on the third (3) business day following mailing by registered or certified mail (return receipt requested) to the address set forth below. Administration. For purposes of this AGREEMENT, the PARTIES hereby designate as their respective PARTY Representatives the persons named below. The designated PARTY Representatives, or their respective designees, shall administer the terms and conditions of the AGREEMENT on behalf of their respective PARTY. Each of the persons signing below on behalf of a PARTY represents and warrants that they are authorized to sign this AGREEMENT on behalf of such PARTY. COUNTY: Mr. Mark Lombos Assistant Deputy Director Los Angeles County Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 EL SEGUNDO: Darrell George City Manager 350 Main Street El Segundo, CA 90245 HAWTHORNE: LAWNDALE: Page 11 of 19 Agreement No. 6577 MANHATTAN BEACH: REDONDO BEACH: William C. Brand Mayor Mayor and City Council 415 Diamond Street Redondo Beach, CA 90277 IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT to be executed by their duly authorized representative and affixed as of the date of signature of the PARTIES: COUNTY OF LOS ANGELES By• Director f ubli orks APPROVED AS TO FORM: DAWYN R. HARRISON County Counsel Deputy Page 12 of 19 Date Agreement No. 6577 CITY OF EL SEGUNDO By: (,.- dx�jo" City Manager APPROVED AS TO FORM: MARK D. HENSLEY City Attorney By: �LAsst. City Attorney Joaquin Vazquez f ,,g, Mark D. Hensley Al q1*1 City Clerk Cify of EI Segundo Page 13 of 19 Z-Z.3-Z3 Date Agreement No. 6577 w N wo 1'131:Ir kyjI11 L0 VONT AY RIS By Date Title: City Manag APPROVED AS TO FORM: ROBERT KIM CITY ATTORNEY By: Page 14 of 19 D to Agreement No. 6577 [a]tyKi7: s'_WTAMAE B• Y. ........ . . S MOORE Date itY anager APPROVED AS TO FORM: GREGORY MURPHY, CITY ATTORNEY Page 15 of 19 locuSign Envelope ID: D7F9E4DF-542F-46A4-8001-741F25560654 Agreement No. 6577 CITY OF MANHATTAN BEACH D" usugnad by.... bnot L Bruce Moe 1/26/2023 By: MA11CwwR"Alua Date Title: City Manager APPROVED AS TO FORM: CITY ATTORNEY DocnaVpned by: By: 15AW6w, (� 1/26/2023 Page 16 of 19 Agreement No. 6577 CITY OF REDONDO BEACH Awacul5 pnad by: Em s R. N,�M BV: VQW05CA06,014S For WILLIAM C. BRAND Title: MAYOR Ni1S H. Nehrenheim, Mayor Pro Tempore APPROVED AS TO FORM: MICHAEL W. WEBB CITY ATTORNEY By: E Docusloned by� "EMOV402 Page 17 of 19 2/9/2023 1 4:18 PM PST Date ATTEST: ED ftnod M1ya M44L1 - 7TF' AG'iI G214CF Eleanor Manzano, City clerk Agreement No. 6577 EXHIBIT A Table 1: Total Volume Credit_ .......Table..3...,.........Administration �w�..... Age.�y...-.._._.............._. m Table 2 Tota....�................�.����������������������..� I Volume Credit Credit (AF)2 (AF)' EI Segundo 3.57 - 3.57 Hawthorne 2.65 1.29 - 3.94 .......... Lawndale -. 3.89 - ..................... - 3.89 Manhattan Beach 1.20 - - 1.20 Redondo Beach 3.61 0.29 - 3.90 Unincorporated County _.._ 1.1"8- ,,,-uu��12.01WW.... ..__-.- 2.0- - 15.19 Caltrans - 8.31 _ 8.31 Total 40.00 'Total Volume Credit = Table 2 + Table 3 + Administration Credit 2Five Percent of Total Volume Credit (for project administration and management) = 5% x 40 AF = 2.0 AF Table 2: Volume Credit from Safe Clean Water Program (SCWP) Agency Land Area (acres) % of Area $ from SCWP Regional Funding' Volume Credit (AF)2 .......... ............. ElSegundo 1,055.11 22% $6,649,469 3.57 Hawthorne 783.84 16% $4,939,921 2.65 Lawndale Manhattan Beach 1,148.76 355.78 24% 7% $7,239,688 $2,242,181 3.89 1.20 Redondo Beach 1,067.78 22% $6,729,346 3.61 Unincorporated County 348.99 7% $2,199,395 1.18 Total 16.10 '$ from SCWP Regional = % of Area x $30,000,000 2Volume Credit = 3SCW Volume Credit x % of Area = 16.10 x % of Area 3SCW Volume Credit =$30,000,000/(70,332,000-15,000,000) " (Total Volume Capture - Administration Credit - Caltrans Credit) Table 3: Volume Credit Agency from Contribution Contribution Volume Credit AF).' Caltrans? $15'000 000 8.31 Hawthorne $2 200,000 1.29 Redondo Beach $500 000 0.29 Unincorporated County $20,520,939 Total....... 12.01 .................................................................... 21.90 'Volume Credit = (Total Volume Capture - Administration Credit - Caltrans Credit- Total SCW Volume Credit from Table 2) ` (Contribution/(Total Contribution-Caltrans Contribution) 2Caltrans volume credit through a separate agreement with the Unincorporated County Page 18 of 19 Agreement No. 6577 EXHIBIT B ALONDRA PARK STORMWATER CAPTURE PROJECT INVOICE SCHEDULE ...�.�. Agency _ ...._ ..� m............... ..�.M _ �.u,....�.. �...... gencc y AmountInvoice Date Hawthorne ��._._ �.... $500 ....._. m ,.,,_ _, ,000 12/30/2023 Redondo Beach -------- _------ $500,000 12/30/202W3 ._. Hawthorne $400,000._.... __..... 12/30/2024 �a �� ........ ..... � ��� .. 2. Hawthorne $500,000 12 30/ 2026 j Hawthorne $400,000 12/30/2027 Page 19 of 19