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HomeMy WebLinkAboutWEST ORANGE COUNTY WATER BOARD (WOCWB) - 2001-03-05� 1 DE-,p�O p gLIC E p WORKS FE8 202 AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH ��T AND THE WEST ORANGE COUNTY WATER FOR CONTRACT MANAGEMENT SERVICES HUNT jy� BNBN � H, Qq 7.t -i- THIS AGREEMENT is made and entered into this 1Etfi day of March , 2000, by and between the WEST ORANGE COUNTY WATER BOARD (hereinafter called "BOARD"), a joint powers agency established pursuant to that certain Joint Powers Agreement executed on October 25, 1967, known as the "West Orange County Water Board Joint Powers Agreement" (the "Joint Powers Agreement") by and among the City of Garden Grove, the City of Huntington Beach, the City of Seal Beach and the City of Westminster; and the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter called "CONTRACT MANAGER." RECITALS: WHEREAS, BOARD desires to retain the services of CONTRACT MANAGER as General Manager, Engineer, Fiscal Agent and Secretary of BOARD; and WHEREAS, CONTRACT MANAGER, has personnel available who is qualified to perform such duties and provide such services; and CONTRACT MANAGER has designated ("CONTRACT MANAGER'S DESIGNEE") to perform the duties of General Manager, Engineer, Fiscal Agent and Secretary of BOARD, NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. RECITALS The foregoing recitals are true and correct and are incorporated herein by this reference. 2. PROVISION OF SERVICE CONTRACT MANAGER is hereby retained by BOARD to provide the services of General Manager, Engineer, Fiscal Agent and Secretary of BOARD and to perform the duties and discharge the functions of those offices. 3. COMPENSATION OF CONTRACT MANAGER CONTRACT MANAGER shall be on a time -and -materials basis, in accordance with the following hourly rates set forth in Exhibit "A", attached hereto and incorporated herein by this reference.: 4. GENERAL PROVISIONS a. CONTRACT MANAGER is authorized to incur reasonable incidental and outside services expenses in the discharge of the functions hereunder and as authorized by BOARD. 00agree/water board/]/29/01 Upon submittal of such documentary evidence as may be required by BOARD, CONTRACT MANGER will be reimbursed by BOARD for the costs thereof. b. The respective duties of General Manager, Engineer, Fiscal Agent and Secretary to be performed by CONTRACT MANAGER on behalf of BOARD are generally described as follows, and which duties may be amended or revised from time to time by BOARD: For the General Manager: • Attend all regular and special meetings of the Governing Board and other such meetings as requested by the BOARD. • Attend all other meetings as necessary for the proper management of the BOARD, as directed by the Governing Board. • Manage and oversee the fiscal, budgetary and administrative responsibilities of the BOARD. • Direct the activities of the BOARD's engineering requirements and those of any other consultants which the BOARD may designate. • Review all, and direct the preparation of, meeting agendas, minutes and staff reports as prepared by the BOARD's various consultants and staff. • Prepare and/or direct the preparation of necessary backup materials and engineering staff reports for Governing Board meetings and Governing Board agenda packages. • Work with the Secretary of the BOARD regarding activities to be brought before the Governing Board. • Represent the BOARD in communications with the Municipal Water District of Orange County, the water departments of each of the member agencies, and with other governmental and water agencies, as necessary. • Review and approve the BOARD's bills and warrants, except management and engineering, before being submitted to the Governing Board for approval. In months for which BOARD meetings are not scheduled, approve all non -engineering bills and warrants for payment. • Direct the preparation of the annual budget for the Governing Board's review and approval and directs the activities of the BOARD's accountant. • Coordinate the efforts of the maintenance staff of the City of Huntington Beach Water Department for operation and maintenance of the BOARD's facilities. • Direct the providing of contract administration and monitoring of BOARD construction activities and assist in the preparation of construction progress payments and warrants. • Provide information to member agencies regarding water deliveries, shutdowns and maintain and improve communications between the member agencies. For the BOARD Is Engineer: Provide consultation and advice in regard to engineering matters concerning BOARD facilities and operations. Perform investigation and studies and present recommendations for BOARD action on projects of major impact to the BOARD's operations and service of water. Prepare engineering staff reports, as directed by the Governing Board. 2 00agree/water board/1/29/01 • Prepare the designs and computation for project plans and technical specifications for projects directed and authorized by the Governing Board. • Perform the preparation of record drawings and surveys. • Assist in the securing of competitive bids for construction and in the award of construction contracts. Review the work of contractors with respect to the intent of the plans and specifications. Process Change Order Requests for submittal to the Governing Board. • Prepare engineering staff reports as directed by the Governing Board. • Perform other services of an engineering nature as directed by the Governing Board. For the BOARD's Fiscal Agent: • Monitor, maintain and assist in the preparation of the Board's budget. • Prepare and remit all payments on a monthly basis. • Control and track all expenditures, revenues, payables and receivables and keep thorough and accurate records thereof. • Maintain at the direction of the Governing Board the required reserve balance and advise to any necessary adjustments to the reserve policy. • Assist in the annual audit of the Board's finances. • Prepare other financial reports as directed and as required by the Board's approved Investment Policy. • Manage the investment of Board funds in accordance with applicable laws, accepted practices and the Board's approved Investment Policy. • Provide monthly and quarterly reports on the investment of Board funds as required by the Board's approved Investment Policy. • Develop and present an annual investment policy. For the BOARD Is Secretary: • Prepare on a monthly basis, the agenda, the agenda packet and mailing. • Type demands. • Calculate billing of expenses to each member agency of the Board. • Prepare information and agenda packets for mailing. • Attend meetings and record actions taken by the Governing Board - on at least a Quarterly basis. • Prepare minutes and mailing - Monthly. • Process bills for payment - Monthly. • Prepare maintenance and operations billing - Semi -Annually. • Prepare water billing and mail - Monthly. • Coordinate with Water Operations Manager - As needed. • Prepare and provide Special Meeting Notices - As needed. • Post all agendas, adjournment notices and special meeting notices in conformance with the Ralph M. Brown Act and other applicable State laws - As needed. • Notify Governing Board Members of special meetings - As needed. • Schedule meeting room and verify quorum - on at least a Quarterly basis. • Annually distribute, collect and file F.P.P.C. Statement of Economic Interest forms from directors and consultants subject to such requirements. 00agree/water board/ 1 /29/01 • Distribute, collect and execute all Joint Powers Agreement Amendments - As needed. • Respond to requests to the BOARD for records under the provisions of State law. • Maintain the permanent records of the BOARD in written or electronic format as required under the provisions of State law. • Prepare and file annual Joint Powers Agency filings with the Secretary of State and the County of Orange as required under State law. C. If any actions at law or in equity challenging the validity of any provision of this Agreement are undertaken by any party other than CONTRACT MANAGER, BOARD shall provide adequate legal counsel for CONTRACT MANAGER at no cost to CONTRACT MANAGER, and shall make CONTRACT MANAGER whole for any costs, losses or damages suffered by CONTRACT MANAGER as a result of such actions. d. All work performed by CONTRACT MANAGER or under its direction shall be sufficient to meet the purposes specified therefor and shall be rendered in accordance with the accepted practices and to the standards required of governmental agencies. CONTRACT MANAGER shall undertake its actions, pursuant to the terms hereof, in conformance with applicable State and federal laws. e. All services provided hereunder shall be performed by employees of CONTRACT MANAGER who are experienced and skilled in their respective professions and in accordance with the standards of work in their respective professions. CONTRACT MANAGER's findings, recommendations and professional advice shall be based on practices and procedures customary in the corresponding governmental professions. 5. TERMINATION a. Notwithstanding anything herein contained to the contrary, this Agreement may be terminated at any time by mutual written consent of the parties hereto. b. This Agreement shall be deemed terminated automatically effective immediately upon the occurrence of any of the following events: (1) The death of the specified CONTRACT MANAGER's DESIGNEE and the BOARD declines to accept a replacement CONTRACT MANAGER's DESIGNEE. (2) The willful or habitual breach of the duties to be undertaken by CONTRACT MANAGER under this Agreement unless waived by BOARD after notice thereof. (3) The commission by CONTRACT MANAGER's DESIGNEE of any act of malfeasance in office. C. Termination hereunder shall not prejudice any remedy which either party may have either at law, in equity, or under this Agreement. 4 00agree/water board/l /29/01 d. In the event of termination, the parties hereto shall undertake such actions as are necessary and appropriate to assure that the management and functions of the BOARD shall continue without interruption of operations or services to the member agencies of the BOARD. 6. INSURANCE a. Liability Coverage_ During the term of this Agreement, CONTRACT MANAGER shall at all times, at its sole expense, maintain with a reputable company or companies a policy or policies of comprehensive public liability and property damage insurance, or equivalent protection through self-insurance, insuring against loss, damage or liability for injury to or death of any person, or loss or damage to property occurring as a result of the actions undertaken by the CONTRACT MANAGER in its performance of the terms and conditions hereof and result from the negligent action(s) or omission(s) of CONTRACT MANAGER, its employees, officers, agents and contractors. Such insurance, or self-insurance, shall include general liability coverage, and excess liability coverage with a combined limit of One Million Dollars ($1,000,000). b. Workers Compensation Insurance. At all times relevant to this Agreement, CONTRACT MANAGER shall, at its cost and expense, maintain in force worker's compensation insurance, in the levels required by law, for its officers, directors and employees. C. Owner Named. CONTRACT MANAGER shall provide that the policy of insurance required in (a.) above shall name the BOARD as additional insured. Such policy shall contain a provision that the naming of an additional insured shall not negate any right the additional insured would have had as claimant under the policy if not so named. CONTRACT MANAGER shall provide BOARD with one or more certificates of insurance evidencing CONTRACT MANAGER's compliance with the insurance requirements of the Section 6 on an annual basis. Such certificate(s) shall provide that the policy cannot be cancelled as to a covered insured except upon thirty (30) days written notice. In the event that coverage is satisfied through self-insurance, CONTRACT MANAGER shall annually in lieu of providing a certificate of insurance, confirm in writing to the BOARD, through an authorized representative, that the necessary coverage is being provided through self-insurance through the current year. 7. NOTICES Unless waived by the other party, any notices to be provided by either party hereto to the other shall be in writing, sent by U.S. mail, postage prepaid, registered, addressed as follows: Notice to BOARD: Board of Directors West Orange County Water Board 2000 Main Street Huntington Beach, CA 92648 Notice to CONTRACT MANAGER: City of Huntington Beach Water Operations P.O. Box 190 Huntington Beach, CA 92648 00agree/water board/1/29/01 5 Changes in the address of either party hereto shall be notified by the latter to the other party in writing sent by U.S. mail, postage prepaid, registered, addressed to such parry's address as last notified to the notifying party. 8. ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the duties of CONTRACT MANAGER for BOARD and contains all the covenants and agreements between the parties with respect to such employment. 9. LIMITATION ON ASSIGNMENT This Agreement shall not be assigned without first obtaining the express written consent of the BOARD. 10. WAIVER Either party to this Agreement may specifically and expressly waive, in writing, compliance by the other party hereto with any term, condition or requirements set forth in this Agreement. Either party to this Agreement may specifically and expressly waive, in writing, any breach of any term, condition or requirement of this Agreement by the other party hereto. However, in the event that either arty makes or gives such a waiver, such action shall not constitute a further or continuing waiver of any preceding or succeeding breach, or requirement of compliance with , the same or any other provision or contractual requirement, unless a specific statement to the contrary is contained within such waiver. The waiving party may, at any time thereafter, require further compliance by the other party hereto with the requirements or provisions of this Agreement that have been so waived. The consent of one party to any act by the other party for which such written consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such written consent for the same or similar.acts.in the future. No waiver or consent shall be implied from the silence or from the failure of any party to an act, except as otherwise specified in this Agreement. 11. JURISDICTION The parties hereby understand and agree that this Agreement, and the attachments hereto, have been negotiated and executed in the State of California and shall be governed by, and construed under, the laws of the State of California. 12. AMENDMENTS No addition to, or modification of, any provision contained in this Agreement shall be effective unless fully set forth in writing signed by the authorized representative of both of the parties hereto. 6 00agree/water board/ 1 /29/01 13. INTERPRETATION (a) The parties hereto acknowledge and agree that each has been given the opportunity to independently review this Agreement with legal counsel, and/or has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions of this Agreement. (b) In the event of a controversy or dispute between the parties concerning the provisions herein, this document shall be interpreted according to the provisions herein and no presumption shall arise concerning the draftsman of such provision. 14. SEVERABILITY If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and shall be given effect to the fullest extent possible. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of California. 15. CAPTIONS The captions to sections used herein are for convenience purposes only and are not part of this Agreement. 16. COOPERATION AND EXECUTION OF DOCUMENTS The parties hereto agree to complete and execute any further or additional documents which may be necessary to complete or further the terms of this Agreement. 17. EXHIBITS The following exhibits attached hereto are incorporated into this Agreement by reference. Exhibit Description "A" List of Rates for Services 18. AUTHORITY The signatories hereto represent that they have been appropriately authorized to enter into this Agreement on behalf of the party for whom they sign. 7 00agree/water board/1 /29/01 19. COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. West Orange County Water Board, a joint po rs agenc%y By: President APPROVED AS TO FORM: PA 141s16) By _ Legal Counsel to West Orange County Water Board REVIEWED AND APPROVED: <� s City Affministrator CONTRACT MANAGER City of Huntington Beach, a California municipal corporation Y'�m f1�►a�t�. Mayor ATTEST: City Clerk Q3-)3--01 APPROVED AS TO FORM: ,a �- la-t"C�— i Cit At omey AND APPRO ED: 164 Direc-ttyr-of Public Works 00agree/water board/ 1 /29/01 EXHIBIT "A" LISTING OF RATES FOR SERVICES A. Management Services General Manager $61.39 per hour Senior Analyst $44.17 per hour B. Engineering Services: Principal Civil Engineer $52.85 per hour Associate Civil Engineer $48.06 per hour - Contract Administrator $44.17 per hour Inspector $38.96 per hour Engineering Aide $28.33 per hour C. Fiscal Agent Services: Treasurer $62.64 per hour Deputy Treasurer $56.11 per hour Senior Accountant $37.27 per hour C. Secretarial Services: Administrative Secretary $25.76 per hour ;ITY OF HUNTINGTON BEA a — k ?JJL5, ppyd-011 MEETING DATE: 03/05/01 DEPARTMENT ID NUMBER: PW 01-024 Council/Agency Meeting Held: ;-01 Deferred/Continued to: Approved ❑ Conditionally Approved ❑ Denied >P _ jx- I s ignature Council Meeting Date: 03/05/01 Department ID Ni- er: PW 01-024 CITY OF HUNTINGTON BEACH REQUEST FOR ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL SUBMITTED BY: RAY SILVER, CITY ADMINISTRATOO1 PREPARED BY: ROBERT F. BEARDSLEY, DIRECTOR OF PUBLIC WORKS SUBJECT: APPROVE AGREEMENT WITH THE.WEST ORANGE COUNTY WATER BOARD FOR cwro a` MANAGEMENT SERVICES Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The City has provided General Contract Management, Engineering, Secretarial and Fiscal Agent Services for the West Orange County Water Board (WOCWB) since 1997. The agreement is subject to annual renewal. Funding Source: Not applicable. Recommended Action: Motion to: Approve and authorize the Mayor and City Clerk to execute the Agreement by and Between the City of Huntington Beach and West Orange County Water Board for Contract Management Services. Alternative Action(s): Do not approve the contract agreement, and instruct staff on how to proceed. Analysis: The West Orange County Water Board (WOCWB) Joint Powers Agency was formed by the cities of Huntington Beach, Garden Grove, Seal Beach and Westminster in the 1950's. WOCWB owns and operates two large water transmission mains, each of which is approximately seven miles in length. Water is purchased from the Municipal Water District of Orange County (MWDOC) through two connections to the West Orange County Feeder of the Metropolitan Water District of Southern California (MWD). Water delivered is sold to WOCWB member agencies at cost. 2/22101 10:53 AM61 P 01-024 mar 5 dills (WOCWB) -2- REQUEST FOR ACTION MEETING DATE: 03/05/01 DEPARTMENT ID NUMBER: PW 01-024 The member agencies fund their respective shares of operations and maintenance costs through annual budgeting procedures. The City of Huntington Beach owns 56.1 % of the WOCWB facilities and is currently Contractor of Operations and Maintenance. The City of Huntington Beach is represented on the Board of Directors by councilmembers David Garofalo, and Peter Green, who serves as chairman. The Public Works, Water Operations Division, was selected as the contractual General Manager/Engineer/Secretary in 1997. This contract was renewed and the duties of fiscal agent formalized in April of 1998. The duties of investment policy development and quarterly investment reporting by the City Treasurer were added to the 1999 contract. The new agreement is for an open-ended tE WOCWB. If approved, the agreement will be meeting on March 21, 2001. rm to be reviewed annually by the City and presented to the WOCWB at the next regular Environmental Status: Categorically exempt pursuant to Class I. Section 15301 of the California Environmental Quality Act. Attachment(s): RCA Author: Ken Dills ext. 5055 01-024 mar 5 dills (WOCWB) -3- 2/22/01 10:34 AM ATTACHMENT #1' D�pR eP I vED f E 2 0 B D wDaKS 20 AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH �I AND THE WEST ORANGE COUNTY WATER SD HUNH FOR CONTRACT MANAGEMENT SERVICES �NN BEACH, CA THIS AGREEMENT is made and entered into this 5th day of march , 2000, by and between the WEST ORANGE COUNTY WATER BOARD (hereinafter called "BOARD"), a joint powers agency established pursuant to that certain Joint Powers Agreement executed on October 25, 1967, known as the "West Orange County Water Board Joint Powers Agreement" (the "Joint Powers Agreement") by and among the City of Garden Grove, the City of Huntington Beach, the City of Seal Beach and the City of Westminster; and the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter called "CONTRACT MANAGER." RECITALS: WHEREAS, BOARD desires to retain the services of CONTRACT MANAGER as General Manager, Engineer, Fiscal Agent and Secretary of BOARD; and WHEREAS, CONTRACT MANAGER, has personnel available who is qualified to perform such duties and provide such services; and CONTRACT MANAGER has designated ("CONTRACT MANAGER'S DESIGNEE") to perform the duties of General Manager, Engineer, Fiscal Agent and Secretary of BOARD, NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: RECITALS The foregoing recitals are true and correct and are incorporated herein by this reference. 2. PROVISION OF SERVICE CONTRACT MANAGER is hereby retained by BOARD to provide the services of General Manager, Engineer, Fiscal Agent and Secretary of BOARD and to perform the duties and discharge the functions of those offices. 3. COMPENSATION OF CONTRACT MANAGER CONTRACT MANAGER shall be on a time -and -materials basis, in accordance with the following hourly rates set forth in Exhibit "A", attached hereto and incorporated herein by this reference.: 4. GENERAL PROVISIONS a. CONTRACT MANAGER is authorized to incur reasonable incidental and outside services expenses in the discharge of the functions hereunder and as authorized by BOARD. 00agree/water board/l /29/01 Upon submittal of such documentary evidence as may be required by BOARD, CONTRACT MANGER will be reimbursed by BOARD for the costs thereof. b. The respective duties of General Manager, Engineer, Fiscal Agent and Secretary to be performed by CONTRACT MANAGER on behalf of BOARD are generally described as follows, and which duties may be amended or revised from time to time by BOARD: For the General Manager: • Attend all regular and special meetings of the Governing Board and other such meetings as requested by the BOARD. • Attend all other meetings as necessary for the proper management of the BOARD, as directed by the Governing Board. • Manage and oversee the fiscal, budgetary and administrative responsibilities of the BOARD. • Direct the activities of the BOARD's engineering requirements and those of any other consultants which the BOARD may designate. • Review all, and direct the preparation of, meeting agendas, minutes and staff reports as prepared by the BOARD's various consultants and staff. • Prepare and/or direct the preparation of necessary backup materials and engineering staff reports for Governing Board meetings and Governing Board agenda packages. • Work with the Secretary of the BOARD regarding activities to be brought before the Governing Board. • Represent the BOARD in communications with the Municipal Water District of Orange County, the water departments of each of the member agencies, and with other governmental and water agencies, as necessary. • Review and approve the BOARD's bills and warrants, except management and engineering, before being submitted to the Governing Board for approval. In months for which BOARD meetings are not scheduled, approve all non -engineering bills and warrants for payment. • Direct the preparation of the annual budget for the Governing Board's review and approval and directs the activities of the BOARD's accountant. • Coordinate the efforts of the maintenance staff of the City of Huntington Beach Water Department for operation and maintenance of the BOARD's facilities. • Direct the providing of contract administration and monitoring of BOARD construction activities and assist in the preparation of construction progress payments and warrants. • Provide information to member agencies regarding water deliveries, shutdowns and maintain and improve communications between the member agencies. For the BOARD's Engineer: Provide consultation and advice in regard to engineering matters concerning BOARD facilities and operations. Perform investigation and studies and present recommendations for BOARD action on projects of major impact to the BOARD's operations and service of water. Prepare engineering staff reports, as directed by the Governing Board. 2 00agree/tvater board/1 129/01 • Prepare the designs and computation for project plans and technical specifications for projects directed and authorized by the Governing Board. • Perform the preparation of record drawings and surveys. • Assist in the securing of competitive bids for construction and in the award of construction contracts. Review the work of contractors with respect to the intent of the plans and specifications. Process Change Order Requests for submittal to the Governing Board. • Prepare engineering staff reports as directed by the Governing Board. • Perform other services of an engineering nature as directed by the Governing Board. For the BOARD'S Fiscal Agent: • Monitor, maintain and assist in the preparation of the Board's budget. • Prepare and remit all payments on a monthly basis. • Control and track all expenditures, revenues, payables and receivables and keep thorough and accurate records thereof. • Maintain at the direction of the Governing Board the required reserve balance and advise to any necessary adjustments to the reserve policy. • Assist in the annual audit of the Board's finances. • Prepare other financial reports as directed and as required by the Board's approved Investment Policy. • Manage the investment of Board funds in accordance with applicable laws, accepted practices and the Board's approved Investment Policy. • Provide monthly and quarterly reports on the investment of Board funds as required by the Board's approved Investment Policy. • Develop and present an annual investment policy. For the BOARD'S Secretary: • Prepare on a monthly basis, the agenda, the agenda packet and mailing. • Type demands. • Calculate billing of expenses to each member agency of the Board. • Prepare information and agenda packets for mailing. • Attend meetings and record actions taken by the Governing Board - on at least a Quarterly basis. • Prepare minutes and mailing - Monthly. • Process bills for payment - Monthly. • Prepare maintenance and operations billing - Semi -Annually. • Prepare water billing and mail - Monthly. • Coordinate with Water Operations Manager - As needed. • Prepare and provide Special Meeting Notices - As needed. • Post all agendas, adjournment notices and special meeting notices in conformance with the Ralph M. Brown Act and other applicable State laws - As needed. • Notify Governing Board Members of special meetings - As needed. • Schedule meeting room and verify quorum - on at least a Quarterly basis. • Annually distribute, collect and file F.P.P.C. Statement of Economic Interest forms from directors and consultants subject to such requirements. 00agree/Hater board/1 /29/01 • Distribute, collect and execute all Joint Powers Agreement Amendments - As needed. • Respond to requests to the BOARD for records under the provisions of State law. • Maintain the permanent records of the BOARD in written or electronic format as required under the provisions of State law. • Prepare and file annual Joint Powers Agency filings with the Secretary of State and the County of Orange as required under State law. C. If any actions at law or in equity challenging the validity of any provision of this Agreement are undertaken by any party other than CONTRACT MANAGER, BOARD shall provide adequate legal counsel for CONTRACT MANAGER at no cost to CONTRACT MANAGER, and shall make CONTRACT MANAGER whole for any costs, losses or damages suffered by CONTRACT MANAGER as a result of such actions. d. All work performed by CONTRACT MANAGER or under its direction shall be sufficient to meet the purposes specified therefor and shall be rendered in accordance with the accepted practices and to the standards required of governmental agencies. CONTRACT MANAGER shall undertake its actions, pursuant to the terms hereof, in conformance with applicable State and federal laws. e. All services provided hereunder shall be performed by employees of CONTRACT MANAGER who are experienced and skilled in their respective professions and in accordance with the standards of work in their respective professions. CONTRACT MANAGER's findings, recommendations and professional advice shall be based on practices and procedures customary in the corresponding governmental professions. TERMINATION a. Notwithstanding anything herein contained to the contrary, this Agreement may be terminated at any time by mutual written consent of the parties hereto. b. This Agreement shall be deemed terminated automatically effective immediately upon the occurrence of any of the following events: (1) The death of the specified CONTRACT MANAGER's DESIGNEE and the BOARD declines to accept a replacement CONTRACT MANAGER's DESIGNEE. (2) The willful or habitual breach of the duties to be undertaken by CONTRACT MANAGER under this Agreement unless waived by BOARD after notice thereof. (3) The commission by CONTRACT MANAGER's DESIGNEE of any act of malfeasance in office. C. Termination hereunder shall not prejudice any remedy which either party may have either at law, in equity, or under this Agreement. 4 00agree/water board/1/29/01 d. In the event of termination, the parties hereto shall undertake such actions as are necessary and appropriate to assure that the management and functions of the BOARD shall continue without interruption of operations or services to the member agencies of the BOARD. 6. INSURANCE a. Liability Coverage_ During the term of this Agreement, CONTRACT MANAGER shall at all times, at its sole expense, maintain with a reputable company or companies a policy or policies of comprehensive public liability and property damage insurance, or equivalent protection through self-insurance, insuring against loss, damage or liability for injury to or death of any person, or loss or damage to property occurring as a result of the actions undertaken by the CONTRACT MANAGER in its performance of the terms and conditions hereof and result from the negligent action(s) or omission(s) of CONTRACT MANAGER, its employees, officers, agents and contractors. Such insurance, or self-insurance, shall include general liability coverage, and excess liability coverage with a combined limit of One Million Dollars ($1,000,000). b. Workers Compensation Insurance. At all times relevant to this Agreement, CONTRACT MANAGER shall, at its cost and expense, maintain in force worker's compensation insurance, in the levels required by law, for its officers, directors and employees. C. Owner"Named. CONTRACT MANAGER shall provide that the policy of insurance required in (a.) above shall name the BOARD as additional insured. Such policy shall contain a provision that the naming of an additional insured shall not negate any right the additional insured would have had as claimant under the policy if not so named. CONTRACT MANAGER shall provide BOARD with one or more certificates of insurance evidencing CONTRACT MANAGER's compliance with the insurance requirements of the Section 6 on an annual basis. Such certificate(s) shall provide that the policy cannot be cancelled as to a covered insured except upon thirty (30) days written notice. In the event that coverage is satisfied through self-insurance, CONTRACT MANAGER shall annually in lieu of providing a certificate of insurance, confirm in writing to the BOARD, through an authorized representative, that the necessary coverage is being provided through self-insurance through the current year. 7. NOTICES Unless waived by the other party, any notices to be provided by either party hereto to the other shall be in writing, sent by U.S. mail, postage prepaid, registered, addressed as follows: Notice to BOARD: Board of Directors West Orange County Water Board 2000 Main Street Huntington Beach, CA 92648 Notice to CONTRACT MANAGER: City of Huntington Beach Water Operations P.O. Box 190 Huntington Beach, CA 92648' 00agree/water board/1 /29/01 5 Changes in the address of either party hereto shall be notified by the latter to the other party in writing sent by U.S. mail, postage prepaid, registered, addressed to such party's address as last notified to the notifying party. 8. ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the duties of CONTRACT MANAGER for BOARD and contains all the covenants and agreements between the parties with respect to such employment. 9. LEVHTATION ON ASSIGNMENT This Agreement shall not be assigned without first obtaining the express written consent of the BOARD. 10. WAIVER Either party to this Agreement may specifically and expressly waive, in writing, compliance by the other party hereto with any term, condition or requirements set forth in this Agreement. Either party to this Agreement may specifically and expressly waive, in writing, any breach of any term, condition or requirement of this Agreement by the other party hereto. However, in the event that either arty makes or gives such a waiver, such action shall not constitute a further or continuing waiver of any preceding or succeeding breach, or requirement of compliance with , the same or any other provision or contractual requirement, unless a specific statement to the contrary is contained within such waiver. The waiving party may, at any time thereafter, require further compliance by the other party hereto with the requirements or provisions of this Agreement that have been so waived. The consent of one party to any act by the other party for which such written consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such written consent for the same or similar acts in the future. No waiver or consent shall be implied from the silence or from the failure of any party to an act, except as otherwise specified in this Agreement. 11. JURISDICTION The parties hereby understand and agree that this Agreement, and the attachments hereto, have been negotiated and executed in the State of California and shall be governed by, and construed under, the laws of the State of California. 12. AMENDMENTS No addition to, or modification of, any provision contained in this Agreement shall be effective unless fully set forth in writing signed by the authorized representative of both of the parties hereto. G 00agree/water board/l/29/01 13. INTERPRETATION (a) The parties hereto acknowledge and agree that each has been given the opportunity to independently review this Agreement with legal counsel, and/or has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions of this Agreement. (b) In the event of a controversy or dispute between the parties concerning the provisions herein, this document shall be interpreted according to the provisions herein and no presumption shall arise concerning the draftsman of such provision. 14. SEVERABILITY If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and shall be given effect to the fullest extent possible. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of California. 15. CAPTIONS The captions to sections used herein are for convenience purposes only and are not part of this Agreement. 16. COOPERATION AND EXECUTION OF DOCUMENTS The parties hereto agree to complete and execute any further or additional documents which may be necessary to complete or further the terms of this Agreement. 17. EXHIBITS The following exhibits attached hereto are incorporated into this Agreement by reference. Exhibit Description "A" List of Rates for Services 18. AUTHORITY The signatories hereto represent that they have been appropriately authorized to enter into this Agreement on behalf of the party for whom they sign. 00a¢ree/water board/ 1 /29/0 ) 19. COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. West Orange County Water Board, a joint powers agency LE President APPROVED AS TO FORM: .4146) By Legal Counsel to West Orange County Water Board REVIEWED AND APPROVED: City Administrator CONTRACT MANAGER City of Huntington Beach, a California municipal corporation 42-n 77�u Mayor ATTEST: City Clerk Q3-13�1 APPROVED AS TO FORM: )J�- alvc—�- r Q� City Attorney 1 ti�$�ol pm-kz - I 7AND APPRO ED: Direc f Public Works 00agree/water board/1 /29/01 EYHIBIT "A" LISTING OF RATES FOR SERVICES A. Management Services General Manager $61.39 per hour Senior Analyst $44.17 per hour B. Engineering Services: Principal Civil Engineer $52.85 per hour Associate Civil Engineer $48.06 per hour Contract Administrator $44.17 per hour Inspector $38.96 per hour Engineering Aide $28.33 per hour C. Fiscal Agent Services: Treasurer $62.64 per hour Deputy Treasurer $56.11 per hour Senior Accountant $37.27 per hour C. Secretarial Services: Administrative Secretary $25.76 per hour RCA ROUTING AiEET INITIATING DEPARTMENT: Public Works SUBJECT: Approve Agreement with the West Orange County Water Board for Contract Management Services COUNCIL MEETING DATE: March 5, 2001 RCA ATTACHMENTS STATUS. Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attome) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attome) Not Applicable Certificates of Insurance (Approved by the City Attomey) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION"FOR'MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED; Administrative Staff ( (� Assistant City Administrator Initial City Administrator Initial A City Clerk ( ) EXPLANATION FOR RETURN OF ITEM: RCA Author: Ken Dills, ext. 5055