CONTRACT 4501 Memorandum of Understanding CLOSED Agreement No. 4501
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF LOS ANGELES, THE CITY OF SANTA MONICA, THE CITY OF EL
SEGUNDO, LOS ANGELES COUNTY FLOOD CONTROL DISTRICT, AND THE
COUNTY OF LOS ANGELES
REGARDING THE ADMINISTRATION AND COST SHARING FOR DEVELOPMENT
OF THE ENHANCED WATERSHED MANAGEMENT PROGRAM FOR
JURISDICTIONAL GROUPS 2 & 3 OF THE SANTA MONICA BAY WATERSHED
This Memorandum of Understanding (MOU) is made and entered into as of the date of
the last signature set forth below by and between: the City of Los Angeles, a municipal
corporation; the Los Angeles County Flood Control District (LACFCD), a body corporate
and politic; the County of Los Angeles, a political subdivision of the State of California;
the City of Santa Monica, a municipal corporation; and the City of EI Segundo, a
municipal corporation. Collectively, these entities shall be known herein as "Parties" or
individually as "Party."
WITNESSETH
WHEREAS, the Regional Water Quality Control Board, Los Angeles Region
(Regional Board) adopted National Pollutant Discharge Elimination System Municipal
Separate Storm Sewer System Permit Order No. R4-2012-0175
(MS4 Permit); and
WHEREAS, the MS4 Permit became effective on December 28, 2012 and
requires that the LACFCD, County of Los Angeles, and 84 of the 88 cities (excluding
Avalon, Long Beach, Palmdale, and Lancaster) within the County of Los Angeles
comply with the prescribed elements of the MS4 Permit; and
WHEREAS, the MS4 Permit identified the Parties as the MS4 permittees that are
responsible for compliance with the MS4 Permit requirements pertaining to
Jurisdictional Groups 2 and 3 in the Santa Monica Bay Watershed; and
WHEREAS, the Parties have agreed to collaborate on the development of an
Enhanced Watershed Management Program (EWMP) for Jurisdictional Groups 2 and 3
of the Santa Monica Bay Watershed to comply with certain elements of the MS4 Permit;
and
WHEREAS, the PARTIES agree that each shall assume full and independent
responsibility for ensuring its own compliance with the MS4 Permit despite the
collaborative approach of this MOU; and
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WHEREAS, the development of an EWMP includes the preparation of a Work
Plan, a draft and final Coordinated Integrated Monitoring Plan ("CIMP"), and a draft and
final Enhanced Watershed Management Program Plan ("EWMP Plan"), collectively
referred to herein as "Plans"; and
WHEREAS, the Parties collaboratively prepared a final Scope of Work and
Request for Proposal to obtain a Consultant for preparing the Plans that will satisfy the
requirements of the MS4 Permit; and
WHEREAS, the Parties have determined that hiring a Consultant to prepare and
deliver the Plans' will be beneficial to the Parties and they desire to participate and will
provide funding in accordance with the cost allocation formula shown in Table (3) of
Exhibit A; and
WHEREAS, the Parties have agreed that the total cost for developing the Plans
shall not exceed $945,000 including the project administration and management cost,
but excluding the 10% contingency; and
WHEREAS, the Parties have agreed to retain the City of Los Angeles to
coordinate the services of a Consultant to develop the Plans, the Parties have agreed to
share in the cost and pay the City of Los Angeles for these consultant services as
provided by Exhibit A of this MOU, and the City of Los Angeles has agreed to act on
behalf of all Parties in the preparation of the Plans and the coordination of the
consultant services;
NOW, THEREFORE, in consideration of the mutual benefits to be derived by the
Parties, and of the promises contained in this MOU, the PARTIES agree as follows:
Section 1. Recitals: The recitals set forth above are incorporated into this MOU.
Section 2. Purpose: The purpose of this MOU is to cooperatively fund the preparation
and submittal of the Plans to the Regional Board.
Section 3. Cooperation: The Parties shall fully cooperate with one another to attain the
purpose of this MOU.
Section 4. Voluntary: This MOU is voluntarily entered into for the purpose of preparing
and submitting the Plans to the Regional Board.
Section 5. Term: This MOU shall become effective on the last date of execution by the
Parties or December 28, 2013, whichever comes first, and shall remain in effect until
June 30, 2016. If a Party does not execute this MOU by December 28, 2013, that Party
shall be excluded from this MOU and this MOU shall become effective on December 28,
2013 by execution by the remaining Parties.
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Agreement No. 4501
Section 6. Assessment for Proportional Cost: The Parties agree to pay the City of Los
Angeles for preparation and delivery of the Plans in the amounts shown in Table (4) of
Exhibit A, based on the total costs shown in Tables (1) and (2) and the cost allocation
formula shown in Table (3) of Exhibit A, attached hereto and made part of this MOU by
this reference. The City of Los Angeles will invoice the Parties in two installments upon
execution of this MOU as shown in Table (4) of Exhibit A, based on the allocated costs
for developing the Plans and the project administration and management costs at a
percentage not to exceed 5% of the allocated costs for development of the Plans. At
the end of each fiscal year, the City of Los Angeles will provide the Parties with a
statement with the actual expenditures. Unexpended funds at the termination of this
MOU will be reimbursed to the Parties in accordance with the cost allocation formula set
forth in Table (3) of Exhibit A
Section 7. City of Los Angeles agrees:
a. To solicit proposals for, award and administer a Consultant contract for the
preparation and delivery of the Plans. The City of Los Angeles will be
compensated for the administration and management of the Consultant
contract as described in Exhibit A.
b. To utilize the funds deposited by the Parties only for the administration of the
Consultant contract, project management, and the preparation and completion
of the Plans.
c. To provide the Parties with an electronic copy of the technical memos, draft
Plans and completed Plans within 7 business days of receipt from the
Consultant.
d. To invoice the Parties in the amounts and according to the schedule shown in
Table (4) of Exhibit A.
e. To provide an accounting within 90 days of the termination of this MOU or
within 90 days after the early termination of the MOU pursuant to Section 11.
The City of Los Angeles shall return the unused portion of all funds deposited
with the City of Los Angeles in accordance with the cost allocation formula set
forth in table (3) of Exhibit A.
Section 8. The Parties further agree:
a. To make a full faith effort to cooperate with one another to achieve the
purposes of this MOU by providing information about project opportunities,
reviewing deliverables in a timely manner, and informing their respective
administration, agency heads, and/or governing body.
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Agreement No. 4501
b. To fund the cost of the preparation and delivery of the Plans and to pay the
City of Los Angeles for the preparation and delivery of the Plans based on the
cost allocation shown in Table (3) of Exhibit A. This includes the costs incurred
by the City of Los Angeles for administering the Consultant services between
awarding the Consultant contract and the execution of this MOU.
I'
c. To grant access rights and entry to the City of Los Angeles and the Consultant
during the terms of this MOU to the Parties' facilities (i.e. storm drains,
channels, catch basins, properties, etc.) ("Facilities") to achieve the purposes
of this MOU. Prior to exercising said right of entry, the City of Los Angeles or
their Consultant shall provide written notice to the Parties at least 72 hours in
advance. For the purposes of this provision, written notice shall include notice
delivered via e-mail that has been delivered to the Parties' representatives
identified in Exhibit B.
Section 9. Invoice and Payment
a. Payment: The Parties shall pay the City of Los Angeles their proportional
share of the cost for the preparation and delivery of the Plans and project
administration and management as shown in Table (4) of Exhibit A. Payments
are due within sixty (60) days of receiving the invoice from the City of Los
Angeles.
b. Invoice: The City of Los Angeles will invoice Parties in two installments in the
amounts shown in Table (4) of Exhibit A. The first invoice will be sent upon
execution of this MOU or in January 2014, whichever comes first. The second
invoice will be sent in July 2014.
c. Contingency: The City of Los Angeles will notify the Parties if actual
expenditures are anticipated to exceed the cost estimates contained in Exhibit
A and obtain written approval of such expenditures from all Parties. Upon
approval, the Parties agree to reimburse the City of Los Angeles for their
proportional share of these additional expenditures at an amount not to
exceed 10% of the original cost estimate as shown in Exhibit A. This 10%
contingency will not be invoiced, unless actual expenditures exceed the
original cost estimate. Expenditures that exceed the 10% contingency will
require an amendment of this MOU.
Section 10. Indemnification
a. Each Party shall indemnify, defend, and hold harmless each other Party,
including its special districts, elected and appointed officers, employees, and
agents, from and against any and all liability, including but not limited to
demands, claims, actions, fees, costs, and expenses (including attorney and
expert witness fees), arising from or connected with the respective acts of
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Agreement No. 4501
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each Party arising from or related to this MOU; provided, however, that no
party shall indemnify another party for that party's own negligence or willful
misconduct.
b. In light of the provisions of Section 895.2 of the Government Code of the
State of California imposing certain tort liability jointly upon public entities
solely by reason of such entities being parties to an agreement (as defined in
Section 895 of said Code), each of the Parties hereto, pursuant to the
authorization contained in Section 895.4 and 895.6 of said Code, shall
assume the full liability imposed upon it or any of its officers, agents, or
employees, by law for injury caused by any act or omission occurring in the
performance of this MOU to the same extent that such liability would be
imposed in the absence of Section 895.2 of said Code. To achieve the above
stated purpose, each Party indemnifies, defends, and holds harmless each
other Party for any liability, cost, or expense that may be imposed upon such
other Party solely by virtue of said Section 895.2. The provisions of Section
v
2778 of the California Civil Code are made a part hereof as if incorporated
herein.
Section 11. Termination
a. This MOU may be terminated upon the express written agreement of all
Parties. If this MOU is terminated, all Parties must agree on the equitable
redistribution of remaining funds deposited, if there are any, or payment of
invoices due at the time of termination. Completed work shall be owned by all
Parties. Rights to uncompleted work by the Consultant still under contract will
be held by the Party or Parties who fund the completion of such work.
b. If a Party fails to comply with any of the terms or conditions of this MOU, that
Party shall forfeit its rights to the work completed through this MOU, but no
such forfeiture shall occur unless and until the defaulting Party has first been
given notice of its default and a reasonable opportunity to cure the alleged
default.
Section 12. General Provisions
a) Notices. Any notices, bills, invoices, or reports relating to this MOU, 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 in Exhibit B. Parties shall promptly notify
each other of any change of contact information, including personnel
changes, provided in Exhibit B. 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
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Agreement No. 4501
mailing by registered or certified mail (return receipt requested) to the
addresses set forth in Exhibit B.
b) Administration. For the purpose of this MOU, the parties hereby designate as
their respective Party Representatives the persons named in Exhibit B. The
designated Party Representatives, or their respective designees, shall
administer the terms and conditions of this MOU 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 MOU on behalf of such Party.
c) Relationship of Parties. The Parties are and shall remain at all times as to
each other, wholly independent entities. No Party to this MOU shall have
power to incur any debt, obligation, or liability on behalf of another Party
unless expressly provided to the contrary by this MOU. 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.
d) Binding Effect. This MOU shall be binding upon and inure to the benefit of
each Party to this MOU and their respective heirs, administrators,
representatives, successors and assigns.
e) Amendment. The terms and provisions of this MOU may not be amended,
modified, or waived, except by an instrument in writing signed by all the
Parties. For the City of Los Angeles, the Director of Bureau of Sanitation or
his/her designee is authorized to execute such amendments.
f) Waiver. Waiver by any Party to this MOU of any term, condition, or covenant
of this MOU shall not constitute a waiver of any other term, condition, or
covenant. Waiver by any Party to any breach of the 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 MOU.
g) Law to Govern: Venue. This MOU shall be interpreted, construed and
governed according to the laws of the State of California. In the event of
litigation between the Parties, venue in the state trial courts shall lie
exclusively in the County of Los Angeles.
h) No Presumption in Draftina. The Parties to this MOU agree that the general
rule that an MOU is to be interpreted against the Party drafting it, or causing it
to be prepared shall not apply.
i) Entire Agreement. This MOU constitutes the entire agreement of the Parties
with respect to the subject matter hereof and supersedes all prior or
contemporaneous agreements, whether written or oral, with respect thereto.
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Agreement No. 4501
j) Severabilitv. If any term, provision, condition or covenant of this MOU is
declared or determined by any court or competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions of this MOU shall not be
affected thereby and this MOU shall be read and constructed without the
invalid, void, or unenforceable provision(s).
k) Counterparts. This MOU may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall
constitute but one and the same instrument, provided, however, that such
counterparts shall have been delivered to all Parties to this MOU.
1) All Parties have been represented by counsel in the preparation and
negotiation of this MOU. Accordingly, this MOU shall be construed according
to its fair language.
IN WITNESS WHEREOF, the Parties hereto have caused this MOU to be
executed by their duly authorized representatives and affixed as of the date of signature
of the Parties:
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Agreement No. 4501
CITY OF LOS ANGELES
Date:
B,
ev
i)J 'rine Pieside
Boa d f Publ c orks
0? 1 6
ATTEST:
By:
Holly L. Wolcott
Interim City Clerk
APPROVED AS TO FORM:
Michael N. Feuer
City Attorney
By:
John C6 rvalho
De�0ty City Attorney
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Agreement No. 4501
COUNTY OF LOS ANGELES
By Director of PUblic'Works Date
GAIL FARBE-
APPROVED AS TO FORM:
John F, Krattli
County Counsel
............
By
Senior Associate Date
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Agreement No. 4501
LOS ANGELES COUNTY FLOOD CONTROL DISTRICT
By /iX " " "", )
I
/';&,-GAIL FARBER, Chief Engineer Date
APPROVED AS TO FORM:
John F, Krattli
COL111ty COUnsel
By /Zo Z3
Senior Associate Date
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Agreement No. 4501
CITY OF SANTA MONICA
Date: fly:
...............................
Rod Gould, City Manager
ATFFS'F:
<--e
By: -- 2AV"�l
Sacah ll. Gormaii
City Clerk
APPROVED AS TO FORK
By:
marslv(� 'Joncs mot to
City A tor`ley"
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Agreement No. 4501
CITY OF EL SEGUNDO
Z4
Date:
d
reg C af, bter
City M41g!er
"�'a
ATTEST:
Trady VyeaVer,
City Clerk
APPROVED A T R
VED A T
MARK D. HEE L L Ci ttorney
By:
Karl H. Berger,
Assistant City A Berger,
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Agreement No. 4501
EXHIBIT A
Santa Monica Bay Watershed
Jurisdictional Groups 20
EWMP
Funding Contributions
Table 1. Consultant Contract Costs
Deliverable Deliverable Due Date Cost
Work Plan June 28, 2014 $ 174,600
CIMP June 28, 2014 $ 137,700
EWMP Plan June 28,2015(draft plan) $ 390,600
April 28, 2016(final plan)
Project Management On going $197,100
Coordination& Meetings
Contract Cost - $900,000
.............
Table 2. Total Cost
Item I Cost
Consultant Contract _ ...om�... $$45,000
900,000
Project Administration &Ma (5%)
..................................
Total Cost $945,000
Flood Control District Contribution(10%) Q -$94,500
Cost for area cost sharing U $850,500
Table 3. Cost Allocation Formula for Area Cost Sharing
Party Acres Percent of Area(') Total Cost
County of Los Angeles 130.40 0.52% $4,422
Cit._...0f..... ................_.
City Santa Monica 1 4,987.47 19.76% $168,058
City of EI Segundo 1,185.63 4.70% $39,974
City of Los Angeles 18,934.64 75.02% $638,046
Total 25,238.14 100% $850,500
"Areas owned by Caltrans, State Parks, Chevron, and U.S. Government have been excluded
from the total area of Jurisdictional Groups 2 and 3.
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Table 4. City of Los Angeles Invoicing Schedule and Invoice Amounts to Parties
County of Los City of EI
Invoice Date' LACFCD Angeles City a Santa Segundo
Invoice Invoice Monica Invoice Invoice
January 2014 $47,250 $2,211 $84,029 $19,987
July 2014 $47,250 $2,211 $84,029 $19,987
Total Invoice Amount' $94,500 $4,422 $168,058 $39,974
10% Contingency $9,450 $442 $16,806 $3,997
.........
._...._.................
contingency $103,950
Total including 10% $4,864 $184,864 $43,971
'Contingency is 10%of the otal estimated cost. Contingency wil not be invoiced unless there is a need
for its expenditure as agreed by all Parties.
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Agreement No. 4501
EXHIBIT B
Santa Monica Bay Watershed
Jurisdictional Groups 2&3
Responsible Agencies Representatives
1. City of Los Angeles
Department of Public Works
Bureau of Sanitation, Watershed Protection Division
1149 S. Broadway
Los Angeles, CA 90015
Shahram Kharaghani
E-mail: Shah ram.Kharaghani@Lacity.org
Phone: (213)485-0587
Fax: (213) 485-3939
2. County of Los Angeles
Department of Public Works
Watershed Management Division, 11�h Floor
900 South Fremont Avenue
Alhambra, CA 91803-1331
Gary Hildebrand
E-mail: GHILDEB@dpw.lacounty.gov
Phone: (626) 458-4300
Fax: (626) 457-1526
3. Los Angeles County Flood Control District
Department of Public Works
Watershed Management Division, 11th Floor
900 South Fremont Avenue
Alhambra, CA 91803-1331
Gary Hildebrand
E-mail: GHILDEB@dpw.lacounty.gov
Phone: (626) 458-4300
Fax: (626)457-1526
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Agreement No. 4501
4. City of Santa Monica
Public Works Department
Civil Engineering Division
1437 0 Street, Suite 300
Santa Monica, CA 90401
Rick Valte
E-Mail: rick.valte(&smoov.net
Phone: (310)458-8234
Fax: (310) 393-4425
5. City of EI Segundo
Department of Public Works
350 Main Street
EI Segundo, CA 90245-3813
Stephanie Katsouleas
E-mail: skatsouleas(a,elsequndo.orq
Phone: (310)524-2356
Fax: (310)640-0489
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