HomeMy WebLinkAboutORANGE COUNTY WATER DISTRICT (OCWD) - 2006-10-02 2)/
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Council Meeting Date: 10/2/06 Department 1 tuber: PW 06-064
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY-C qUNCIL MEMBERS
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SUBMITTED BY: PENEedP'-E-'.*CLB H-G F`T'A eT� I TRATOR
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PREPARED BY: ROBERT F. BEARDSLEY, PE, DIREWCR OF P LIC WORK
SUBJECT: Approve Agreement for Lease of Green Acres Pipeline (GAP)
Statement of Issue,Funding Source, Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachments)
Statement of Issue: The Orange County Water District (OCWD) owns a recycled water
pipeline in Goldenwest Street that is currently not used for delivery of recycled water. The
Public Works Department has developed a project whereby water from Well No. 8, which
produces colored water not suitable for potable use, would be delivered to Central Park and
the Sports Complex for irrigation.
Funding Source: Funds for the Well No. 8/GAP project are budgeted under Water Fund
account 50691024. 82100. The cost of the lease is $1 per year.
Recommended Action: Motion to:
1. Approve and authorize the Mayor and City Clerk to execute the agreement between
the Orange County Water District and the City of Huntington Beach regarding lease of
Green Acres pipelines for potable and sub-potable water transmission purposes.
Alternative Action(s): Do not approve the agreement and instruct staff accordingly.
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: October 2, 2006 DEPARTMENT ID NUMBER: PW06-64
Analysis: In December 1991, the City and the Orange County Water District (OCWD)
entered into an agreement for the planned distribution and sale of Green Acres Project water
within Huntington Beach. The Green Acres Project (GAP) is a recycled water production and
delivery system whereby highly treated wastewater is utilized for irrigation purposes under
controlled conditions, Final design of a transmission pipeline to carry project water from the
GAP plant in Fountain Valley to Huntington Beach was authorized in 1995. With a number of
streets in the proposed GAP area slated for reconstruction due to residential development,
the City, PLC Land Company and OCWD entered into a reimbursement agreement for
construction of approximately 4.6 miles of GAP distribution pipeline. Construction of these
pipelines was completed in 1999. However, because of a reduction in scope of the
Huntington Beach portion of the project from original projections, delivery of GAP water was
deemed financially infeasible and the larger transmission pipelines have never been
constructed and no schedule for eventual delivery of GAP water has been developed. In the
meantime, the GAP distribution lines in the City are used to transmit potable water.
Huntington Beach Central Park has historically been irrigated using two groundwater wells
(Goldenwest No. 3 and No. 4). Currently, Goldenwest No. 3 has failed and is no longer in
service. Goldenwest No. 4 has far exceeded its design life and cannot be rehabilitated. To
replace both wells would require redrilling along with extensive, expensive reconstruction.
Huntington Beach Well No. 8 is located in Murdy Park near the intersection of Goldenwest
Street and Warner Avenue. The well was originally intended to supply the potable water
system; but after drilling in the late 1970's, it was determined that the water produced by the
well was too high in color units, resembling a weak tea. While the Well No. 8 water is of high
quality, it is not suitable for potable use because of its discoloration. It is, however, approved
by the Department of Health Services for irrigation.
City staff approached OCWD with the concept of utilizing the GAP line in Goldenwest Street
to transmit water from Well No. 8 to Central Park and the Sports Complex for irrigation. An
agreement for lease of the lines is proposed. Under the agreement, the City will take formal
responsibility for the maintenance and operation of all GAP lines in the City, including those
currently serving potable water. The agreement is structured as a lease, with the City
making an annual payment of one dollar. In essence, the proposed project would save the
City the estimated expense of either redrilling the Central Park wells or installing its own
transmission line from Well No. 8 to Central Park. Either of these projects would cost well
over $500,000. The maintenance and operations expense is expected to be minimal and
would have been incurred in any case.
Environmental Status: Not applicable.
-2- 9/19/2006 5:15 PM
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: October 2, 2006 DEPARTMENT ID NUMBER: PW06-64
Attachment(s):
City Clerk's
Page Number No. Description
1. Agreement between the City of Huntington Beach and the Orange
County Water District for Lease of the Green Acres Pipelines
-3- 9/19/2006 5:11 PM
ATTACHMENT # 1
Directors t�xNGE I a Officers
PHILIP L.ANTHONY
PHILIP L.ANTHONY
WES BANNISTER . President
KATHRYN L.BARR
DENIS R.BILODEALI ➢ Z JAN DEBAY
0 First Vice President
RICHARD CHAVEZ y
P
JAN DEBAY cao KATHRYN L.BARR
N of iN Second Vice President
SHAWN NELSON
STEPHEN R.SHELDON ORANGE COUNTY WATER DISTRICT
JOSE SOLORIO
VIRGINIA GREBBIEN
ROGER C.YOH Orange County's Groundwater Authority General Manager
August 11 , 2006
Mr. Kenneth J. Dills
Senior Administrative Analyst
City of Huntington Beach
Public Works Department
19001 Huntington Street
Huntington Beach, CA 92648
Re: Agreement Regarding Lease of Green Acres Pipelines for Potable and Sub-
Potable Water Transmission Purposes
Enclosed are two originals of the referenced Agreement, signed on behalf of the
Orange County Water District (OCWD). Upon execution by the City of Huntington
Beach, please return one fully executed original to my attention.
Sincerely,
Janice Durant
District Secretary
Enclosures
P.O. Box 8300,Fountain Valley,CA 92728-8300 10500 Ellis Avenue,Fountain Valley,CA 92708
Telephone(714)378-3200 Fax(714)378-3373 Web Page www.ocwd.com
ORIGINAL
AGREEMENT
BETWEEN ORANGE COUNTY WATER DISTRICT AND
CITY OF HUNTINGTON BEACH REGARDING LEASE OF GREEN ACRES
PIPELINES FOR POTABLE AND SUB-POTABLE WATER TRANSMISSION
PURPOSES
This Agreement is entered into as of Qce V e..-, .2- 2006 by and between the
ORANGE COUNTY WATER DISTRICT, a special governmental district formed and operating
under Chapter 924 of the California Statutes of 1933, as amended (hereinafter referred to as
"OCWD"), and the CITY OF HUNTINGTON BEACH, a municipal corporation (hereinafter
referred to as"CITY").
RECITALS
A. OCWD has constructed and owns approximately 4.6 miles of interconnected
pipelines located in the central area of the CITY as part of the Green Acres Project(referred to
hereinafter as the"GAP Pipelines"and shown on Exhibit"A".) In the future, GAP Pipelines are
intended to serve recycled water to various sites within the CITY for irrigation purposes.
Availability of recycled water to supply the GAP Pipelines is contingent upon construction of a
supply pipeline from Fountain Valley, where recycled water is available, to the easterly terminus
of the GAP Pipeline in Garfield Avenue in the CITY. A decision on whether to construct the
supply pipeline has not been made by OCWD and currently there is no timetable for such a
decision. Thus, there is no present timetable for when recycled water will be available to supply
the GAP Pipelines.
B. The GAP Pipelines have been interconnected at several points to the CITY's
potable water system by the CITY. The CITY currently uses the GAP Pipelines to transport
potable water to various sites within the central area of the CITY for irrigation purposes.
C. The CITY has a sub-potable groundwater development facility (hereinafter
referred to as "Sub-potable System") that is comprised of the following: a groundwater
extraction well located in CITY's Murdy Park(Well 8),a CITY pipeline on Goldenwest Street in
the CITY that extends from CITY Well 8 to approximately 200 feet south of the intersection of
Warner Avenue and Goldenwest Street(referred to hereinafter as "CITY Pipeline"and shown on
Exhibit "A"), and irrigation service laterals that are connected to the GAP Pipeline in
Goldenwest Street and extend to the Huntington Central Park and Central Park Sports Complex
irrigation systems. The CITY's sub-potable facilities are shown on Exhibit"A". The water used
for the Sub-potable System shall be referred to in this Agreement as "Well 8 Water." The City
may also determine in the future to construct an irrigation service lateral off of the City Pipeline
to serve Murdy Park.
D. All CITY potable water and Well 8 Water conveyed within the CITY Pipeline
and GAP Pipeline shall hereinafter be collectively referred to as"Project Water."
E. Pursuant to Section 2(4)of the Orange County Water District Act, Chapter 924 of
the Statutes of 1933, as amended (hereinafter, the "OCWD Act"), OCWD has the authority to
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Record
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lease real and personal property of every kind which is necessary or convenient to the full
exercise of its powers.
F. The CITY desires to enter into an agreement with OCWD to utilize
approximately 6,200 feet of GAP Pipelines in Goldenwest Street to convey Project Water from
CITY's Pipeline to CITY's irrigation service laterals at Huntington Central Park and Central
Park Sports Complex.
G. OCWD desires to enter into an agreement with CITY for CITY to operate and
maintain all GAP Pipelines in the CITY which CITY utilizes for conveying Project Water or
potable water.
H. The CITY and OCWD desire to enter into this Agreement to establish the
conditions and terms for OCWD's lease of the GAP Pipeline to the CITY.
NOW, THEREFORE, in consideration of the facts recited above and the covenants,
conditions,and promises contained herein,the parties hereto hereby agree as follows:
AGREEMENT
SECTION ONE: OCWD LEASE OF GAP PIPELINE TO THE CITY
1.1 OCWD hereby leases the GAP Pipeline as shown on Exhibit "A" hereto to the
CITY for the CITY's use to convey and serve the Project Water and potable water for the term
and in accord with the terms and conditions set forth herein ("Pipeline Lease"). The parties
acknowledge the above Recitals are true and correct and agree that such Recitals are fully
incorporated into this Pipeline Lease as if such Recitals were repeated herein.
1.2 The term of the Pipeline Lease shall continue for a period of twenty (20)
consecutive years from the date first set forth in this Agreement(such term is the"Pipeline Lease
Term"), subject to early termination by OCWD without cause pursuant to Paragraph 1.2.1 below,
termination by the CITY without cause pursuant to Paragraph 1.2.2 below, termination by
OCWD with cause pursuant to Paragraph 1.2.3 below, or extension of the term in accord with
Paragraph 1.2.4 below.
1.2.1 Notwithstanding any other provision of this Agreement, OCWD shall have the
right, in its sole and absolute discretion, for any reason, with or without cause, to
terminate the Pipeline Lease for any or all portions of the GAP Pipelines that are located
south of the severed and removed section of GAP pipeline in Goldenwest Street adjacent
to the Central Park Sports Complex as shown in Exhibit "A" , upon giving thirty (30)
days written notice of termination to the CITY. If OCWD terminates the Pipeline Lease
for only portions of the GAP Pipelines, this Pipeline Lease shall remain binding and
effective for all portions of the GAP Pipelines not so terminated.
i
1.2.2 Notwithstanding any other provision of this Agreement, the CITY shall have the
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right, in its sole and absolute discretion, for any reason, with or without cause, to
terminate the Pipeline Lease for the entirety of GAP Pipelines prior to its expiration upon
giving thirty (30) days written notice of termination to OCWD. Termination of the
Pipeline Lease by the CITY for portions of the GAP Pipeline must be with OCWD's
written approval.
1.2.3 Notwithstanding any other provision of this Agreement, OCWD shall have the
right, in its sole discretion, to terminate the Pipeline Lease thirty (30) days following
written notice to the CITY of OCWD's determination, in its sole and exclusive
discretion, of a breach by the CITY of any provision of this Agreement; provided,
however, that OCWD shall not terminate the Pipeline Lease if, within such thirty (30)
day period,the CITY either cures and corrects the breach of which OCWD complains in
the written notice or, in the event that OCWD's determines, in its sole and exclusive
discretion, breach cannot be cured within such thirty(30) day period, the CITY provides
written assurances to OCWD, acceptable to OCWD, that the CITY has commenced
appropriate activities to cure and correct such breach of the Agreement.
1.2.4 Unless the Pipeline Lease is terminated prior to its expiration pursuant to
Paragraphs 1.2.1, 1.2.2 or 1.2.3 herein above, the CITY shall transmit written notice to
OCWD no later than January 31 of the twentieth year following the commencement of
the Pipeline Lease Term ("Year Twenty") of the CITY's intent either to renegotiate the
Pipeline Lease or to allow the Pipeline Lease to expire.
1.2.4.1 In the event that the CITY transmits notice pursuant to Paragraph 1.2.4 of
its intent to renegotiate the Pipeline Lease, the parties shall meet and confer during
Year Twenty of the Pipeline Lease Term in a good faith effort to achieve a new or
renegotiated Pipeline Lease acceptable to both the CITY and OCWD; provided,
however, that nothing herein shall require the parties to achieve such a mutually
acceptable new or renegotiated Pipeline Lease. Notwithstanding the foregoing, the
parties shall not meet and confer regarding a new or renegotiated Pipeline Lease in
the event that, within sixty (60) days following its receipt from the CITY of the
written notice of intent pursuant to Paragraph 1.2.4 herein above, OCWD transmits
written notice to the CITY of OCWD's intent not to renew or renegotiate the Pipeline
Lease.
1.2.4.2 In the event that the CITY transmits notice pursuant to Paragraph 1.2.4 of
its intent to allow the Pipeline Lease to expire, the Pipeline Lease shall expire at the
end of Year Twenty of the Pipeline Lease Term and the GAP Pipeline shall be
deemed abandoned by the CITY to OCWD.
1.2.4.3 The Pipeline Lease shall be deemed to expire at the conclusion of Year
Twenty of the Pipeline Lease Term in the event that the CITY fails or refuses to
transmit timely notice of its intent in accord with Paragraph 1.2.4 herein.
1.3 OCWD shall charge the CITY an annual fee of one dollar($1.00) for the lease of
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the GAP Pipeline during the Pipeline Lease Term.
1.4 The CITY acknowledges that the GAP Pipeline is being leased to the CITY on an
"as-is"basis.
1.4.1 The CITY acknowledges that neither OCWD, nor any of its officers, directors,
employees, agents, representatives or any other person, has made any written or oral
representation,promise or warranty,express or implied, concerning the GAP Pipeline,its
fitness for the CITY's intended use or any other particular purpose of use, its potential or
capabilities, nor have any of the aforementioned made any other promise, representation
or inducement not expressly set forth in this Agreement.
1.4.2 The CITY acknowledges that the CITY has had the opportunity to, and has in
fact, inspected the GAP Pipeline prior to entering into this Agreement, and that the CITY
takes and leases the GAP Pipeline in the condition in which the GAP Pipeline exists as of
the commencement of the Pipeline Lease Term. The CITY stipulates that any further
extension of the GAP Pipeline shall be constructed and at all times maintained during the
term of this Agreement in a safe and leasable condition and fit for the CITY's intended
use.
1.5 For and during the Pipeline Lease Term, the CITY shall be responsible for the
operation, maintenance, and repair of the GAP Pipeline, and all costs and expenses incurred in
connection therewith,in addition to each of the following.
1.5.1 The CITY shall not transport any substance other than Project Water through the
Pipeline without the prior written consent of OCWD.
1.5.2 The CITY shall acquire or obtain issuance of all licenses, permits, and approvals
from all applicable governmental entities for the operation and maintenance of the GAP
Pipeline for CITY purposes.
1.5.3 The CITY shall operate and maintain the GAP Pipeline in accord with sound
operating and maintenance practices, and shall provide personnel sufficient in number
and qualifications to operate and maintain the GAP Pipeline.
1.5.4 The CITY shall be responsible for causing the production of Project Water, and
its delivery and distribution to and use by CITY customers,to comply with all applicable
laws, including but not limited to all environmental and health laws, regulations, orders,
permits,licenses, and approvals.
1.5.5 The CITY shall be responsible for all monitoring and reporting of the operation of
the GAP Pipeline and for the delivery of the Project Water as may be required in accord
with the licenses, permits, and approvals governing the conduct of the Sub-potable
System or the use of the GAP Pipeline.
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1.5.6 OCWD shall with sufficient advance notice have the right to inspect the GAP
Pipeline and any and all CITY facilities that connect to the GAP Pipeline. Notice of one
working day is hereby deemed sufficient for purposes of this Pipeline Lease.
Notwithstanding the foregoing, the parties hereby acknowledge that circumstances could
arise whereby a lesser notice period will be deemed sufficient.
1.5.7 CITY shall provide OCWD with a CITY water atlas identifying, at a minimum,
the GAP Pipeline, all water services to CITY customers from the GAP Pipeline, all water
supply connections from and to the CITY's potable water system, and CITY's Well 8.
Said water atlas shall include all information normally shown on CITY water atlases.
CITY shall be responsible to update the atlas and forward said updates to OCWD within
thirty (30) days after any of the following: (a) modification of the GAP Pipeline; (b)
addition, removal or modification of water resources; or (c) addition, removal or
modification of water supply connections.
1.5.8 The CITY shall exercise due care in the manner in which the GAP Pipeline is
used,operated,maintained, and repaired, and shall comply fully with all laws,ordinances
and regulations relating to the possession, maintenance, use, and operation of the GAP
Pipeline.
1.5.8.1 The CITY shall, at its sole cost and expense, keep the GAP Pipeline in
good repair, condition and working order, shall furnish all tools, labor, equipment,
and parts reasonably necessary to keep the GAP Pipeline in good working order, and
shall.see that the GAP Pipeline is not subjected to careless, negligent or needlessly
rough usage.
1.5.8.2 In connection with its maintenance of the GAP Pipeline, the CITY shall
keep written records showing, among other relevant information, the type of
maintenance,repair or replacement work performed,the date,the cost, and the person
or entity performing the work as the CITY would customarily and normally do for
work done on its potable water system. CITY shall with two working days notice
make said records available for OCWD's review.
1.5.8.3 All replacement parts, additions, and accessories permanently attached to
the GAP Pipeline shall become a part thereof, and shall become and remain the
property of OCWD; provided, however, said additions and accessories shall not
include any connecting pipe, fittings or accessories which are installed by CITY
within the customer's service meter or downstream from said meter.
1.5.8.4 The CITY shall not make any alterations, additions or improvements that
significantly affect the structural integrity or performance characteristics of the GAP
Pipeline without the prior written approval of OCWD.
1.5.8.5 The CITY shall not add new water service connections or abandon
existing water service connections to the GAP Pipeline without the prior written
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approval of OCWD.
1.5.9 CITY shall be responsible for all costs incurred in the operation,maintenance,and
repair of the GAP Pipeline(such costs are the "Pipeline 0&M Costs").
1.5.10 CITY shall be responsible to respond to all requests from the Underground
Service Alert and other entities for information related to GAP Pipeline locations and
depths,in addition to completing in a timely manner all markings of the GAP Pipeline on
street surfaces and wherever otherwise required.
1.6 The CITY shall procure, pay for and keep in full force and effect at all times during the
term of this Agreement the following coverage:
1.6.1 Commercial General Liability Insurance. Commercial general liability insurance
shall be obtained by CITY to insure against liability for personal injury, bodily injury,
death and damage to property, in an amount equal to at least Five Million Dollars
($5,000,000), provided, however, that CITY shall be deemed to be in compliance
with this Section 1.6.1 through a combination of(i) a funded, actuarially-sound
self-insurance program, and (ii) coverage through a joint powers insurance
authority duly formed and operated under the laws of the state of California.
Evidence of such programs shall be provided by way of a certification by the
CITY'S Risk Manager to the satisfaction of OCWD. In the event CITY satisfies
the insurance obligations of this Section 1.6.1 by means of commercial insurance
or coverage under a joint powers authority as described above, CITY shall at no
cost to OCWD cause endorsements to be issued naming OCWD as an additional
insured in compliance with Section 1.6 with coverage in the amount set forth
above, and deliver to OCWD such endorsements.
1.6.2 Workers' Compensation Insurance. Pursuant to Section 3700 of the California
Labor Code, the CITY shall procure,pay for and keep in full force and effect at all
times during the term of the Agreement workers' compensation insurance with
employer's liability in the amounts required by law with respect to the operation
of the GAP Pipelines and CITY Pipeline. Evidence of such self-insurance shall be
by way of a certification by the City's Risk Manager and to the satisfaction of
OCWD, which shall include a copy of the CITY's consent to self-insure, as issued
by the State of California. The certification shall contain the following endorsement:
"The CITY waives all rights of subrogation against the Orange County Water District,
their officers,directors, and employees."
1.6.3 Automobile Liability Insurance. City shall be allowed to self-insure in
satisfaction of its financial responsibility as required by the State of California
Department of Motor Vehicles, with a funded, actuarially sound self-insurance
program which provides for no less than $1,000,000 per occurrence for bodily
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injury, and property damage. Evidence of such self-insurance shall be by way of a
certification by the City's Risk Manager to the satisfaction of the OCWD.
1.6.4. The insurance coverage described herein in Section 1.6 shall continue in
full force and effect for a period of three(3) years after the termination of this
Agreement.
1.6.5 The City shall be solely responsible for any deductibles and/or self-insured
retentions which may be applicable to insurance coverage or self-insure required
of City under his Lease.
1.6.6 Each certification of insurance provided for in Sections 1.6.1 and 1.6.3 shall be in
a form satisfactory to OCWD and shall contain the following endorsements:
1.6.6.1 "The Orange County Water District, and their officers, directors,
employees, representatives, volunteers, agents, engineers, and consultants are
hereby declared to be additional insureds under the terms of this policy as respects
the operations of the named insured at or from the premises of the Orange County
Water District described above. The coverage shall contain no special limitations
on the scope of protection afforded to OCWD,its officers,directors, employees and
representatives."
1.6.6.2 "This certification (or insurance policy) will not be canceled, limited or
nonrenewed by the CITY (or insurer) until thirty (30) days after receipt by the
Orange County Water District of a written notice of such cancellation, limitation or
reduction of coverage."
1.6.6.3 "This insurance(or insurance policy)is primary insurance and no insurance
held or owned by the designated additional insureds shall be called upon or looked
to in order to cover a loss under said policy; the Orange County Water District, and
their officers, directors, employees, representatives, volunteers, agents, engineers
and consultants shall not be liable for the payment of premiums or assessments on
this policy."
1.6.7 The CITY's coverage shall apply separately to each insured against whom
claim is made or suit is brought, except with the limits of the CITY's liability.
1.7 The CITY shall not assign, sublet or in any way convey all or any portion of its
rights or obligations under the Pipeline Lease without the prior written consent of OCWD,which
consent may be withheld without cause at the sole discretion of OCWD. Any assignment,
sublease or other conveyance of the CITY's rights or obligations under the Pipeline Lease
without the prior written consent of OCWD shall be void,and shall be grounds for termination of
the Pipeline Lease.
1.8 Upon the expiration of the Pipeline Lease, or termination or abandonment of the
Pipeline Lease by either the CITY or OCWD, the CITY or OCWD can jointly or separately
determine to have the CITY disconnect the CITY's Pipeline in Goldenwest Street that connects
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to the GAP Pipeline d properly cap the GAP Pipeline, and replace the portion of GAP Pipeline
that the CITY sever d and removed in Goldenwest Street adjacent to the Central Park Sports
Complex and restore said pipeline's full continuity and condition, and restore full continuity and
the condition of the AP Pipeline wherever CITY has modified said pipeline or has caused said
pipeline to be affec in any way. Furthermore, CITY or OCWD can jointly or separately
determine to have C. Y disconnect any or all sub-potable water service connections and any or
all potable water su ly and service connections to the GAP Pipelines and restore full continuity
of the GAP Pipeline herever CITY has modified said pipeline or has caused said pipeline to be
modified in any way. Planned restoration of said pipeline shall be shown on plans submitted and
approved in writing t iy OCWD prior to any work being performed. CITY shall conduct any and
all restoration of the GAP Pipeline at its sole cost and expense, and OCWD shall have no
responsibility for any such cost or expense. CITY shall demonstrate to OCWD's satisfaction
that the GAP Pipelin is in good working condition,which shall include but not be limited to all
line valves opening d closing, valves closing tight without leakage, and all air release valves
being without leakag .
1.9 Upon early termination by OCWD of the Pipeline Lease for portions of the GAP
Pipelines per Sectio 1.2.1, the CITY or OCWD can jointly or separately determine to have any
or all potable wa supply and service connections to the GAP Pipeline disconnected, and
restore full continui and the condition of the GAP Pipeline wherever CITY has modified said
pipeline portions or has caused said pipeline portions to be affected in any way. Planned
restoration of said Pipeline portions shall be shown on plans submitted and approved in writing
by OCWD prior to y work being performed. CITY shall conduct any and all restoration of the
said portions of th GAP Pipeline at its sole cost and expense, and OCWD shall have no
responsibility for such cost or expense. CITY shall demonstrate to OCWD's satisfaction
that the GAP Pipel ne for said pipeline portions is in good working condition, which shall
include but not be limited to all line valves opening and closing, valves closing tight without
leakage,and all air r lease valves being without leakage.
1.10 Te and conditions of water service to current or future CITY customers from
the GAP Pipeline herein water is supplied by OCWD shall be specified and consummated
under a separate fa a agreement between CITY and OCWD, which future agreement shall not
negate nor undo to s and conditions set forth in this Agreement or subsequent Agreement
amendments.
1.11 With sixty (60) days of expiration of the Pipeline Lease, or termination or
abandonment of the Pipeline Lease by either the CITY or OCWD, the CITY shall submit a
complete set of plar s for any work that the CITY is required to perform under this Agreement.
Following OC"'i approval of said plans, the CITY shall have thirty (30) days to commence
the work that it is obligated to perform herein ("Commencement Date"). The CITY shall
complete,to the satisfaction of OCWD, all said work no later than ninety(90)days following the
Commencement Date.
1.12 Unless OCWD provides the CITY an extension in writing, the CITY's failure to
comply with each d adline set forth in Paragraph 1.11 of this Agreement shall trigger OCWD's
right to perform said work until completed and be entitled to reimbursement for all costs incurred
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by OCWD in completing such work including,but not limited to,costs associated with materials,
labor, design, and administration. If OCWD elects under this Paragraph 1.12 to complete the
CITY's work, the CITY shall be required to remit full payment to OCWD no later thirty (30)
days after receiving notice from OCWD of the amount incurred by OCWD in completing such
work.
SECTION TWO: MISCELLANEOUS
2.1 Notices. All notices, payments, transmittals of documentation and other writings
required or permitted to be delivered or transmitted to any of the parties under this Agreement
shall be personally served or deposited in a United States mail depository, first class postage
prepaid,and addressed as follows:
If to OCWD Orange County Water District
10500 Ellis Avenue
P.O.Box 8300
Fountain Valley,California 92728-8300
Attention: General Manager
If to CITY: City of Huntington Beach
2000 Main Street
P.O.Box 190
Huntington Beach,California 92648
Attention: Director of Public Works
or such other address or person as any party may direct to the other in writing. Except where
service is by personal delivery or by registered or certified mail, return receipts requested,
service of any instrument or writing shall be deemed completed forty-eight (48) hours after
deposit in a United States mail depository.
2.2 Indemnification.
2.2.1 OCWD shall indemnify and hold the CITY and its officers, council members,
employees, and representatives harmless from and against any damages or injury to any
person or entity caused by the negligent performance of this Agreement by OCWD,or by
any negligent or willful act of OCWD, its officers, directors, employees, agents,
representatives, and contractors in connection with the performance of this Agreement;
provided, however, that OCWD shall not be liable for, and shall not indemnify and hold
the CITY harmless from, any passive negligence on the part of OCWD.
2.2.2 The CITY shall indemnify and hold OCWD and its officers,directors, employees,
and representatives harmless from and against any damages or injury to any person or
entity caused by the negligent performance of this Agreement by CITY, or by any
negligent or willful act or omission of CITY, its officers, council members, employees,
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agents, representatives and contractors in connection with the performance of this
Agreement.
2.3 Litigation Assistance.
If and when requested by OCWD, the CITY shall, at its own expense,join in or
assist in the defense of OCWD in any action or proceeding filed or instituted by any person or
entity against OCWD in connection with any asserted or claimed injury or damage resulting
from the production, delivery, or use of the Project Water in accord with this Agreement;
provided, however, that nothing in this Paragraph 2.3 shall modify the indemnification
provisions in Paragraph 2.2 above.
2.4 Covenant Not To Assail Title.
By entering into this Agreement, the CITY acknowledges the title and ownership
of OCWD in and to the GAP Pipeline; and the CITY hereby covenants and promises never to
assail,contest or resist OCWD's title to the GAP Pipeline.
2.5 Disputes
In the event either party herein is required to initiate litigation to enforce the terms
and conditions of this Agreement or to seek damages by reason of the breach of the terms and
conditions of this Agreement, each party shall bear its own attorney's fees, such that the
prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party.
2.6 No Implied Waivers.
In the event that any term, condition or provision of this Agreement should be
breached by either party and thereafter waived by the other party, such waiver shall be limited to
the specific breach so waived, and shall not be deemed either to be a continuing waiver or to
waive any other breach hereunder.
2.7 Warranty of Authority.
Each officer of OCWD and the CITY affixing his or her signature below thereby
warrants and represents that he or she has the full legal authority to bind his or her respective
party to all of the terms, conditions and provisions of this Agreement, that his or her respective
party has the full legal right, power, capacity, and authority to enter into this Agreement and
perform all of the obligations herein, and that no other approvals or consents are necessary from
his or her respective party in connection therewith.
2.8 Headings,
The titles and headings of Sections and Paragraphs of this Agreement, as herein
set forth,have been inserted for the sake of convenience only, and are not to be taken,deemed or
construed to be any part of the terms, covenants or conditions of this Agreement, or to control,
Final 5-31-06 10
y�
limit or modify any of the terms,covenants or conditions hereof.
2.9 Integration,Construction and Amendment.
This Agreement represents the entire understanding of OCWD and the CITY as
to those matters contained herein,and no prior oral or written understanding shall be of any force
or effect with respect to those matters covered by this Agreement. This Agreement shall be
governed by the laws of the State of California and construed as if drafted by both OCWD and
the CITY. This Agreement may not be modified, altered or amended except in writing signed by
both OCWD and the CITY.
Severability.
Each term, covenant, condition or provision of this Agreement is intended to be
severable. If any term,covenant,condition or provision contained in this Agreement is held to be
invalid, void or illegal by any court of competent jurisdiction, such provision shall be deemed
severable from the remainder of this Agreement and shall in no way affect, impair or invalidate
any other term, covenant, condition or provision contained in this Agreement. If such term,
covenant, condition or provision shall be deemed invalid due to its scope or breadth, such
covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth
permitted by law.
Compliance With Legal Obligations.
Each party hereto understands that it is responsible for complying with each and every
law, including but not limited to all statutes,regulations,orders,and licenses,whether mentioned
in this Agreement or not, in fulfillment of its obligations under this Agreement.
Successors.
Subject to the provisions of Paragraph 1.7 above, this Agreement, and all of the terms,
conditions and provisions herein, shall inure to the benefit of, and be binding upon, OCWD, the
CITY,and their respective successors and assignees.
Final 5-31-06 1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
ORANGE COUNTY WATER DISTRICT
A Special ovetnmental District
7
By: t
sident of bard
By:
neral Manager
APPROVED AS TO FORM:
Rutan&Tucker,LLP
By.
eneral unsel
CITY OF HUNT NGTON BEACH
A Municipal Corporation A
By. �v`'�
Mayor
ATTEST:
r
B
City Clerk
APPRO D AS TO FORM:
City Attorney's Office
City Attorney
Final 5-31-06 12
EXHIBIT A - OCWD AND CITY FACILITIES
Murdy Park Service (Future) Well 8
' GAP Pipeline and City Warner Avenue
Pipeline Connection Point
sa I
Huntington Central Park Service
OCWD GAP Pipelines Used for City Potable Water y
OCWD GAP Pipeline Used For Well 8 Water 3
CITY Well 8 Pipelines and Services ......
CS ,
Central Park Sports Complex Service
GAP Pipelines Severed,
Separated and Capped
Ellis Avenue
Garfield Avenue
ti
RCA ROUTING SHEET
INITIATING DEPARTMENT: Public Works
SUBJECT: Approve Agreement with the Orange County Water
District for Lease of Green Acres Pipelines
COUNCIL MEETING DATE: October2, 2006
RCA ATTACHMENTS STATUS
Ordinance (w/exhibits & legislative draft if applicable) Attached ❑
Not Applicable
Resolution (w/exhibits & legislative draft if applicable) Attached ❑
Not Applicable
Tract Map, Location Map and/or other Exhibits Attached ❑
Not Applicable ❑
Contract/Agreement (w/exhibits if applicable) Attached
(Signed in full by the City Attorney) Not Applicable ❑
Subleases, Third Party Agreements, etc. Attached ❑
(Approved as to form by City Attorney) Not Applicable
Certificates of Insurance (Approved by the City Attorney) Attached ❑
Not Applicable
Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑
Not Applicable
Bonds (If applicable) Attached ❑
Not Applicable
Staff Report (If applicable) Attached El
Not Applicable
Commission, Board or Committee Report (If applicable) Attached ❑
Not Applicable
Findings/Conditions for Approval and/or Denial Attached ❑
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED RETURNED FOR R E
Administrative Staff ) (
Deputy City Administrator (initial)
City Administrator (Initial)
( ) ( )
City Clerk ( )
EXPLANATION FOR RETURN OF ITEM:
(Below Space For City Clerk's Use •
RCA Author: Ken Dills, ext. 5055