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Orange County Water District (OCWD) - 2018-04-02 (3)
APPRovED 7-O �N1iNGj 2000 Main Street, o` �s�° Huntington Beach, CA City of Huntington Beach 92648 41/V�UUNTV V File #: 23-278 MEETING DATE: 4/4/2023 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Al Zelinka, City Manager VIA: Sean Crumby, Director of Public Works PREPARED BY: Chris Davis, Senior Management Analyst Subject: Approve and authorize execution of Amendment #2 to the Limited Partial Basin Equity Assessment Exemption Agreement between the Orange County Water District (OCWD) and City of Huntington Beach (Huntington Beach Well No. 9) Statement of Issue: On October 4, 2017, the Orange County Water District (OCWD) Board approved an agreement to allow the City to obtain full cost recovery for the City's Well No. 9 Treatment Project. On November 5, 2018, Amendment#1 was approved to add an additional $720,000 to the original project cost. Amendment #2 extends the expiration date of the original agreement. Financial Impact: This Agreement facilitates savings to Water Fund 506 by allowing the City to pump groundwater at a lower cost than purchasing imported water. These savings are dependent upon the amount of water extracted from Well No. 9. Through the end of Calendar Year 2022, the City has saved $1,852,509 out of a total project cost of$4,320,000. Recommended Action: Approve and authorize the Mayor and City Clerk to execute "Amendment #2 to the Limited Term Partial Basin Equity Assessment Exemption Agreement between the Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9). Alternative Action(s): Do not approve Amendment #2 and direct staff accordingly. Failure to approve Amendment #2 will limit groundwater pumping up to the Basin Pumping Percentage (BPP) and will force the City to purchase import water for the remaining demand. Import water costs $1,209 per acre-foot compared to a Replenishment Assessment (RA) cost of$558 per acre-foot plus $95 in utility costs. Analysis: City of Huntington Beach Page 1 of 2 Printed on 3/29/2023 powere7.i3ff LegistarT" File #: 23-278 MEETING DATE: 4/4/2023 The City reduced water production from Well No. 9 in the 2010s due to the detection of hydrogen sulfide. Though hydrogen sulfide is not hazardous, it does have an odor and unpleasant taste, and requires treatment to make it palatable. The City successfully piloted a Biological Activated Carbon (BAC) treatment system that reduced the hydrogen sulfide concentrations in the water to a level that it could be used. Since this project treats water from the groundwater basin that OCWD manages, the City requested OCWD to fund 100 percent of the project. On October 4, 2017, OCWD approved the financial aid agreement to help the City recover the total project costs of$4,320,000 until the agreement expiration date of June 30, 2023. Funding for the project is provided by allowing the City to produce water above the BPP at a cost less than imported water, thereby allowing the City the avoided cost of purchasing more expensive imported water. The City has avoided costs of$1,852,509 through the end of calendar year 2022. Amendment No. 2 extends the term of the agreement through June 30, 2027. Based on current water usage demands, staff anticipates that the extended duration is sufficient to facilitate full cost recovery for the remaining reimbursable amount. Environmental Status: Pursuant to CEQA Guidelines Section 15378(b)(5), administrative activities of governments that will not result in direct or indirect physical changes in the environment do not constitute a project. Strategic Plan Goal: Infrastructure & Parks Attachment(s): 1. Amendment#2 to the Limited Term Partial Basin Equity Assessment Exemption Agreement between the Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9) 2. PowerPoint Presentation City of Huntington Beach Page 2 of 2 Printed on 3/29/2023 powere244 Legstar AMENDMENT #2 TO LIMITED PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT BETWEEN ORANGE COUNTY WATER DISTRICT AND CITY OF HUNTINGTON BEACH (Huntington Beach Well No. 9) This AMENDMENT #2 TO THE LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTIOGREEMENT(the"Amendment#2")is entered as of December 21 , 2022ipy and between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1992, as amended("OCWD"), and the CITY OF HUNTINGTON BEACH, a municipal corporation organized and existing under the laws of the State of California ("City"). *upprorex, CaZcnc 4pr /S/'r'.?a 23. RECITALS A. WHEREAS, OCWD and City entered into the LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT("Agreement")as of October 4, 2017. B. WHEREAS, Paragraph 1.4 of the Agreement notes that the Agreement will be implemented in the first fiscal year after the Project is complete, beginning July lst of that year,and last for up to four fiscal years through June 30th of the last year("Project Term"). C. WHEREAS the Project was completed in October 2018, and the Project Term,without this Amendment#2,would otherwise expire on June 30, 2023. D. WHEREAS, OCWD and City amended the Agreement on November 5, 2018 to add Section 2.7 to address the City's participation in the"Coastal Pumping Transfer Program" ("CPTP")administered by OCWD (Amendment# 1). E. WHEREAS, Pursuant to Paragraph 3.3. of the Agreement, OCWD and City desire to extend the Project Term in accordance with the terms and conditions of this Amendment#2. AGREEMENT NOW, THEREFORE, for and in consideration of the foregoing recitals, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, OCWD and City hereby acknowledge and agree to the following: 3030/022499-0003 18410924.1 a01/31/23 -1- 1. Recitals: The above Recitals are true and correct and incorporated herein by reference. 2. Extension of Terms: It is hereby agreed that the Project Term of the Agreement, as that term is defined in Section 1.4 of the Agreement, shall be extended until June 30, 2027. 3. Existing Terms: Except as set forth herein, each and all of the terms, covenants and conditions in the Agreement and Amendment#1 shall remain in full force and effect. IN WITNESS WHEREOF the parties have executed this Amendment#2 as of the date first written above. APPROVED AS TO FORM: ORANGE COUNTY WATER DISTRICT RUTAN&T R, LLP By / Step > �, �• •' •ent Jer my N. Jungreis By: /� General Counsel, OCWD ' a` 'arkus, General Manager APPROVED CITY OF IU)N1TI ON BEACH B B Y• /0 ty Attorney, Michael E. Gates, City Mayor, Tony Strickland of Huntington Beach Kil Attest: By:' .-----)1 ,01*--;en, 744.4-Z/A je244— City erk, Robin Estanislau 3030/022499-0003 18410924.1a01/31/23 -2 •� � NT I N G T < .•••••.. o City of Huntington Beach •ti: :VV ` 2000 Main Street ♦ Huntington Beach, CA 92648; - = "- • (714) 536-5227 • www.huntingtonbeachca.gov _: COUNTY •=��c •0 Office of the City Clerk > OWN TY CP1/ Robin Estanislau, City Clerk April 11, 2023 Orange County Water District PO Box 8300 18700 Ward Street Fountain Valley, CA 92708 Attn: General Manager Dear General Manager: Enclosed is a partially executed original of"Amendment #2 to Limited Partial Basin Equity Assessment Exemption Agreement between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)" approved by the Huntington Beach City Council on April 4, 2023. Upon complete execution, please return a fully executed copy to: Robin Estanislau City Clerk 2000 Main Street, 2nd Floor Huntington Beach CA 92648 Your attention to this matter is greatly appreciated. Sincerely, QQuaku)6"/ Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister City: Anjo, Japan �'.i..'T-n.v,--3.. -n:.R=.F!w- i�-"v`::K. wX"'31': .' 'ht.'vn . ,4v• .. A -t' .... a.+•; : .q .. RECEI EDBY /I I • CITY CLERK RECEIPT COPY / i/Yirq � Return DUPLICATE to c City Clerk's Office (Name) after signing/dating (Date) 6:4 CITY OF HUNTINGTON BEACH 0 INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: 2//25/) SUBJECT: Bond Acceptance I have received the bonds for Fnvira )f"V' l t 0)�IC1 l ghlJ( )vim ' lfG (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond-No. Warranty or Maintenance Bond No. F2 L/5 r /5 7 TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. Approved oLI 2,J /g (Council Approval Date) CC No. Agenda Item No. S MSC No. City Clerk Vault No. LeDO. �S Other No. SIRE System ID No. 30 797 giforms/bond transmittal to treasurer RECEIVED BY: CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office (Name) after signing/dating (Date) in CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: 'y/zs/I SUBJECT: Bond Acceptance I have received the bonds for EnVtr5 lryli14 _1 J( 1 v/r v Ch' u. Inc) (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. ?Zys -is- Er TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. Approved 01-1/d 21/ 8 (Council Approval Date) CC No. Agenda Item No. 8 MSC No. City Clerk Vault No. &1 UU• 025 Other No. SIRE System ID No. 30-7 Le 7 gJforms/bond transmittal to treasurer i, CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION DATE: 4/4/2019 TO: THOSE LISTED HEREON FROM: Joseph Dale, PW Construction Manager Pi SUBJECT: Retention Release Payment- PO#23224 OJ Supplier#36900 Co.#507 Well 9 Hydrogen Sulfide Odor Reduction/Removal, Project#CC 1392 Contractor's Name: Environmental Construction Inc. Address: 21550 Oxnard Street, Suite 1060 City, State and Zip Code: Woodland Hills,CA, 91367 Phone Number: (818)449-8920 City Business License Number: A273617 Notice of Completion (Date by City Clerk): 1/23/2019 The conformed copy of the Notice of Completion for the above contract has been filed. The thirty-five(35)day waiting period has elapsed or will elapse before payment is made. Processing of the retention payment is recommended so long as no stop notices or outstanding invoices are on file with the City. I certify that no stop notices are on file. ,1 Oate i a s K. Hopkins, Director of Public Works I certify that there are no outstanding invoices on file. Date J yce acks, Dep ity Treasurer I certify that no stop notices are on file, and that a gua my bond has been filed with the City Clerk's Office. 4ks-hy Date R bin anisla ity Clerk Eik,sl. y A t/ Attachments 1. Certificate of Compliance with Prevailing Wage Laws 2. Contractor's Certificate 3. Certificate of Compliance with Title VII of the Civil Rights Act and Equal Employment Opportunity Act of 1972 4. Consent for Release letter from the Surety Company 5. Maintenance Bond 6. Notice of Completion `fares #F' \\' I!\ )• 4 y .�f 94k '.p City of Huntington Beach 2000 Main Street ♦ PO Box 190 ♦ CA 92648 Travis K. Hopkins, PE Department of Public Works Director (714)536-5431 April 4, 2019 Maria L. Sanchez, Escrow Agent Grandpoint Bank 11661 San Vicente Blvd. Los Angeles, CA 90049 Subject: Retention Release from Escrow Account No. 122244566,for Environmental Construction Inc., Project No.CC 1392,Well 9 Hydrogen Sulfide Odor Reduction!Removal Dear Maria L. Sanchez: The City of Huntington Beach hereby certifies that the contract is final and complete and the Contractor has complied with all of the requirements and procedures applicable to the contract. The Escrow Agent shall release to the Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Agent. The escrow shall be closed immediately upon disbursement of all monies, securities on deposit,and payment of fees and charges. Our record indicate that principal deposits to Escrow Account No. 122244566,for Environmental Construction Inc. total$120,629,45 to date. Sincerely, Travis K Hopkins, PE ivii),,jrecfor of Public Works cc: Joseph Dale, Construction Manager Farid Soroudi, Environmental Construction Inc. Certification of Compliance with Prevailing Wage Laws To: City of Huntington Beach Department of Public Works 2000 Main Street/P.O. Box 190 Huntington Beach, CA 92648 Re: Certification of Compliance with Prevailing Wage Laws Contract: CC-1392 Project: The Well 9 GAC Filtration System Hydrogen Sulfide Reduction Project The undersigned contractor on the above-referenced project("Project")hereby certifies that all laborers,mechanics, apprentices,trainees, watchmen and guards employed by him or by any subcontractor performing work under the contract for the Project have been paid pursuant to the minimum wage and bona fide fringe benefit requirements specified for each particular classification of work, as set forth in the wage-rate determinations of the State of California, Department of Industrial Relations, and/or the United States Department of Labor. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 2nd day of April ,2019 , at Woodland Hills , California. (Co cror Nam arid Soroudi/President .-�Environmental Construction, Inc. APPROVED /TO FO By: -f Mi el E. Gates y Attorney 1 • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 t.s,.<s,,.c.:ti._n�J�:rs-is{..".ia., A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document State of Calin is ) County of,-( - ) On // ) -" 2. ?of before me, 94/ ,.1 f j- , €° # ,, :Le _.) Date Here Insert Name and Titld"of the Officer personally appeared ' ty/Levikf Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in - - his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. i certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph ,,, ., is true and correct. ALAN SAFAE1WITNESS my hand and official seal los+r y eC`Cfi .sy s i ev ss #2'8 609 j✓/ t� c��,��-x�.,-es k�a zs?a�a Signature -�, � ^��� `-- Sig re of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer—Title(s): 0 Corporate Officer—Title(s): D Partner— 0 Limited 0 General 0 Partner— 0 Limited 0 General 0 individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact O Trustee 0 Guardian or Conservator 0 Trustee Cl Guardian or Conservator 0 Other 0 Other: Signer Is Representing: Signer Is Representing: 02015 National Notary Association•www.NationalNotary.org•1-800-US NOTARY(1-800-876-6827) Item#5907 CONTRACTOR'S CERTIFICATE 1, Farid Soroudi , state and certify that: (Name of Declarant) 1. Environmental Construction, Inc. is the general contractor to the City of Huntington Beach("City")on Contract No. CC-1392 (the"Contract") for the construction of the public work of improvement entitled: The Well 9 GAC Filtration System Hydrogen Sulfide Reduction Project (the"Project"). 2, All work to be performed pursuant to the Contract has been completed in accordance with the Contract Documents (as such term is defined in the Contract). 3. Except for the claims listed below and the disputed claims listed in paragraph five (5), all persons supplying labor, services,materials and equipment to the Project,including all claims against the contractor arising from the performance of the Contract, have been paid and satisfied(list unpaid debts and claims; if none, write"NONE"): NONE 4. Attached hereto are the lien waivers required by the Contract Documents,which lien waivers have been executed by all persons who performed work on or supplied labor, services, materials, and/or equipment for use at the Project. 5. Set forth below is a list of disputed claims or claims that are the subject of a Notice to Withhold filed pursuant to the Civil Code of the State of California(list all disputed claims; if none, write"NONE"). NONE I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed at Woodland Hills, California on this 2nd day of April , 2019 . (Signal Declarant) APPROVED AS DORM -- Michael,lr G Gates City,Attorney 1 CALLFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 C,°:ai--,,N..v..S iaN....,-A.:G.,--,,,.,,,,. R/.f.5a`..,----,: :,,::, /.,,,..,.../:,n..-:v.:Lve .:vv.ofA!i..V..'4.,::.ia1�,Z:v. .a. AC/:,,,.;Mag.: A notary public or other officer completing this certificate verifies only the identity of•the Individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Califo is - . . ) County of �%'`" '` ^ '� 6- ) On -- — - / c before me, .''� 'fi , '; %`,.t'z ".'�''--'k r`-`` t C I Date Here Insert Name and Title of ttro`Cfficer personally appeared A ///) -Jo/E. ' ' ' Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in - - his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws —„ > _ ,. _ of the State of California that the foregoing paragraph ALAN sA is true and correct. tea, 4ptary r 4 'wF'r'ni x t a cs Co ,Y WITNESS my hand and official seal. Cvvn{ =2 k NN Gur+r E x;^es Ks 23 :,321 --1, 4 Signature '"r" I i aiI:e of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional,completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: U Corporate Officer—Title(s): 0 Corporate Officer—Title(s): 0 Partner— 0 Limited 0 General 0 Partner— 0 Limited 0 General Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact 0 Trustee ❑Guardian or Conservator 0 Trustee 0 Guardian or Conservator 0 Other: 0 Other: Signer Is Representing: Signer Is Representing: 02015 National Notary Association•www.NationalNotary.org•1-800-US NOTARY(1-800-876-6827) item#5907 Certification of Compliance with Title VII of the Civil Rights Act and Equal Employment Opportunity Act of 1972 To: City of Huntington Beach Department of Public Works 2000 Main Street/P.O. Box 190 Huntington Beach, CA 92648 Re: Certification of Compliance with Title VII of the Civil Rights Act and Equal Employment Opportunity Act of 1972 Contract: CC-1392 Project: The Well 9 GAC Filtration System Hydrogen Sulfide Reduction Project The undersigned contractor on the above-referenced project("Project")hereby certifies that it has complied with title VII of the Civil Rights Act, the Equal Opportunity Act of 1972 and Executive Order 11246, and has not discriminated against any employee or applicant for employment because of race, color,religion, sex, sexual orientation, gender identity,national origin,age or disability. The undersigned contractor also certifies that it has not maintained any segregated facilities at its establishments on the basis of race,color,religion,sex, sexual orientation, gender identity,national origin,age or disability(with the exception of access for the disabled). I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 2nd day of April , 2019 , at Woodland Hills , California. (Co ctor Name) arid Soroudi/President Environmental Construction, Inc. APPROVED , � 'j F I By: JZ--- Mic e1 E. Gates City Attorney 1 • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document State of California County of :11 ) On ei+/- ;R / (1 before me, /11— Date Here Insert Name and Title of#1 Officer e•-• personally appeared If) Name(s)of Signor(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in - - his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct SAFAEI WITNESS my hand and official seal. 7 N3t3ry PO IC- fC,-'77 EV'es Mar 23 2,21 /14 Signature 'el ‘.47`-'14/47- Signa yof Notary Public Place Notary Seal Above OPTIONAL Though this section is optional,completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: 0 Corporate Officer—Title(s): Ci Corporate Officer—Title(s): CI Partner— 0 Limited 0 General 0 Partner— 0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator 0 Other: 0 Other: Signer Is Representing: Signer Is Representing: 02015 National Notary Association•www.NationalNotary.org•1-800-US NOTARY(1-800-876-6827) Item#5907 CONSENT OF SURETY OWNER ❑ TO FINAL PAYMENT ARCHITECT CONTRACTOR 0 0 AlA Document G707 SURETY (Instructions on reverse side) Bond No.8245-15-81 OTHER 0 TO OWNER: ARCHITECT'S PROJECT NO.: N/A (Name and address) City of Huntington Beach 2000 Main Street Huntington Beach,CA 92648 CONTRACT FOR: Project No,CC1392 PROJECT: CONTRACT DATED: 08/07/2017 (Name ant address) Well 9 Hydrogen Sulfide Odor Reduction/Removal In accordance with the provisions of the Contract between the Owner and the Contractor as indicated above,the (Invert name and mikes,ofSwetr) Vigilant Insurance Company 15 Mountain View Road Warren, NJ 07059 ,SURETY, on bond of (Insert now and address of Contract(*) Environmental Construction, Inc. 21550 Oxnard Street,#1060 Woodland Hills,CA 91367 ,CONTRACTOR, hereby approves of the final payment to the Contractor,and agrees that final payment to the Contractor shall not relieve the Surety of any of its obligations to Omen names antaldress.of Owner) City of Huntington Beach 2000 Main Street Huntington Beach,CA 92648 ,OWNER, as set forth in said Surety's bond. IN WITNESS WHEREOF,the Surety has hereunto set its hand on this date: April 2,2019 (insert in writing the month fetilowed by die mm+eric date and year) Vigilant Insurance Compa (Surety) (.,natu represenmaor) Attest: Vanessa Copeland,Attorney-in-Fact (Seal) Natassia Smith,Bond Manager Asst. (Printed name and title) AlA Form G707-1994 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 1189 F,ro-h h�n Fa�nR�>t�+�`.auA�n.n1..+vtr'n•' -Tv.��..A�ln h.✓vje.�AivlW.h'din•�[/��i1 J*.�a.s."�Afa�i.lflhh'./J�r�.gel.�h�i'.�.~i:'iJ�!'�..�l�lt'/hr.Y.. A/ovi'�h M1.+v'i'�A�A .A A�.�A' A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness,accuracy,or validity of that document. State of California ) County f 0 ange` � ) On 1("1 before me, Natassia Kirk-Smith ,Notary Public, personally appeared Vanessa Copeland Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/tom executed the same in his/her/tleit authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the }"1116=•.= = "1._. laws of the State of California that the foregoing Notary i `TASSIA r KIRK-SMITH paragraph is true and correct. y public -California i Orange County s: Commission#2253818 WITNESS my hand and offic. eal. My Comm,Expires Aug 12,2022 Signatur • Signature , Public Place Notary Seal Above OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could present fraudulent and reattachment of this form to another document. Description of Attached Document Type or Title of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies)Claimed by Signer(s) Capacity(ies)Claimed by Signer(s) Signer's Name: Vanessa Copeland Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer-Title(s): 0 Corporate Officer-Title(s): ❑ Partner: ❑Limited 0 General 0 Partner: :Limited ❑General ® Attorney in Fact ❑ Attorney in Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator 0 Guardian or Conservator Other: ❑ Other: Signer Is Representing: Signer Is Representing: Rev. 1-15 • C: IUBB� Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Know AA by These Presents,That FEDERAL INSURANCE COMPANY,an Indiana corporation,VIGILANT INSURANCE COMPANY,a New York corporation,and PACIFIC INDEMNITY COMPANY,a Wisconsin corporation,do each hereby constitute and appoint Shawn Blume, Kevin Cathcart,Vanessa Copeland, Eric Lowey and Mark Richardson of Costa Mesa,California — -- — — --— ——— each as their true and lawful Attorneyin'Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise,bonds and undertakings and other writings obligatory In the nature thereof(other than bail bonds)given or executed in the course of business,and any instruments amending or altering the same,and consents to the modification or alteration of any instrument referred to in said bonds or obligations, InWitness Whereof,said FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 22i4 day of November,2017, 1.—Tel. \-J. Ottv,tl M.Chkxcs,Assistant Secretary Stephen M.Haney.Vice President 444) 1.4.1:11A) STATE OF NEWJERSEY County of Hunterdon as On this 27'day of November,2017 before me,a Notary Public of New Jersey,personally came Dawn M.Chloros,to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY.VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY,the companies which executed the foregoing Power of Attorney,and the said Dawn AL Chloros,being by me duly sworn.did depose and say that she is Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof,that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies;and that she signed said Power of Attorney as Assistant Secretary of said Companies by like authority;and that she is acquainted with Stephen M. Haney.and knows him to be Vice President of said Companies;and that the signature of Stephen M.Haney,subscribed to said Power of Attorney is in the genuine handwriting of Stephen M.Raney,and was thereto subscribed by authority of said Companies and in deponent's presence Notarial Seal r RI J. IOW R NOTARY PUBLIC Cif tIQYIt ll11680 • No.MOM Oroo Warr expos Jay t0 1M0 honer PiMe CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY on August 30,2016: 'RESOLVED.that the following authorizations relate to the execution,for and on behalf of the Company,of bonds,undertakings,rontttizances,contracts and outer written commitments of the Company entered into in the ordinary course of business(each a'Written Commitment-I: (I) Each of the Chairman,the Resident and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal tithe Company orotherwise. (2) Each duly appointed attorney-in-tact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise,to the extent that such action is authorized by the grant of powers provided for in such persons written appointment as such attorney-in-tact, (3) Each of the Ghanaian,the President and the Vice Presidents of the Company Is hereby authorized,fir and on behalf of the Company,to appoint In writing any person the attorney- in-fact of the Company with full power and authority to execute.fir and on behalf of the Comfy,under the seal of the Company or otherwle,such Written Conmtitmenis of the Company as may be specified in such written appointment,which specification may be by general type or blocs of written Commitments or by speclfk-ation of one or more particular Written Commitments. (4) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized for and on behalf of the Company.to delegate in writing to any other officer of the Company the authority to execute,for and on behalf of the Company,under the Company's seal or otherwise,such written Commitments of the Company as are specified in such written delegation.which specification may be by general type or dass.N'written Commitments or byspetincttNm of caw Of mute pankular Written C,ormmmments. (5) The signature of any officer or other person executing any Written Commitment tar appointment or delegation pursuant to this Resolution.and the seal of the Company.may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED.that the foregoing Resolution shall not be deemed to bean extrusivesuttement of tbe powers and authority of officers,employees and other persons to act tor and on behalf of the Company,and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested.' I,Dawn M.Chloros.Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY(the"Companies")do hereby certify that (I) the foregoing Resolutions adopted by the Board of Directors of the Companies are true,correct and in full force and effect, (ii) the Companies are duly licensed and authorized to transact surety business in all SO of the United States of America and the District of Columbia and are authorized by the U.S.Treasury Department;further,Federal and Vigilant are licensed in the U.S..Virgin Islands,and Federal is licensed in Guam,Puerto Rico, and each of the Provinces of Canada except Prince Edward bland;and (iii) the foregoing Power of Attorney is true,correct and in full force and effect. Given under my hand and seals of said Companies at Whitehouse Station,NJ.this April 2, 2019 ' ' z •nr3'. bin M,Chimps..Awilwant SaKta% IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM,VERIFY THE AUTHENTICITY OF THIS 11050 OR NOTIFY US OF ANY OTHER MATTER PLEASE(DNTACr US AT: Telephone(908)`03-3 93 Fax(9 8)903-31156 e-mail:surety@chubb.com Form 15.10.02256-U GEN CONSENT(rev.12-16) Bond No.8245-15-81 MAINTENANCE BOND • KNOW ALL PERSONS BY THESE PRESENTS: • That Environmental Construction, Inc. (contractor's name) 21500 Oxnard Street,#1060,Woodland Hills, CA 91367 (contractor's street address,city and state and zip code) • as Principal (hereinafter called Contractor),and: • Vigilant Insurance Company (surety's name) 15 Mountain View Road,Warren, NJ 07059 (surety's street address,city and state and zip code) a corporation organized and existing under the laws of the State of New York with its principal office in the City of Warren, NJ • as Surety(hereinafter called Surety),are held firmly bound unto CITY OF HUNTINGTON BEACH as Obligee (hereinafter called Owner), in the amount of Two Million Four Hundred Sixteen* Dollars ($2,416,839.00 ), equivalent to the entire • contract amount including all orders, for the payment whereof Contractor and Surety bind themselves, their heirs, executors,administrators,successors,and assigns,jointly and severally,firmly by these presents, *thousand Eight hundred Thirty Nine&00/100 WHEREAS, Surety is a duly admitted surety insurer under the laws of the State of California;and Surety is certified and listed in the U.S.Department of the Treasury Circular 570,and able to provide proof of bonding limitation shown in said circular is sufficient to provide bonds in the amount required by said Contract;and Surety has provided financial strength ratings from reputable companies,such as from A.M.Best, Moody's,Standard &Poor's,to validate that Surety has positive ratings of being secure or stable;and • Surety is registered and listed with the California Department of Insurance;and Contractor has by written agreement dated Aug.7th ,2017,entered into a contract with Owner for the The Well 9 GAC Filtration System Hydrogen Sulfide Reduction Project,CC-1392 in accordance with drawings and specifications prepared by the City of Huntington Beach which contract is by reference made a part hereof(hereinafter referred to as the Contract);and • The Contract provides that the principal will guarantee, for a period of one year,the work performed as part of the Contract from and against all defects in materials and workmanship;and The Contract also provides that the Contractor shall secure Contractor's obligations during the one-year period with a bond executed by a surety duly admitted in the state of California;and The Contract has been completed,and the Owner,Contractor and Surety agree that the commencement date for this Guarantee and Bond shall be January 23 ,2019, NOW, THEREFORE,THE CONDITION OF THIS OBLIGATION is such that if Contractor shall, for a period of one year from and after the date of completion and acceptance of the Contract by Owner, repair and/or replace any and all defects arising in the Work, whether resulting from defective materials or defective workmanship, then this obligation shall be null and void;otherwise it will remain in full force and effect. • The Surety hereby waives notice of any alteration or extension of time made by the Owner. Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Surety shall, within • thirty (30) days following Owner's written notice of default, either: (a) remedy the default, or (b) shall promptly • complete the Contract in accordance with its terms and conditions. Surety shall save the Owner harmless from any claims,judgments,liens or losses arising from the Surety's failure to either remedy the default or to complete the Contract in accordance with its terms and conditions in a timely manner. • 15-4584/118138 1 Whenever the Principal shall be, and declared by the Owner to be in default under the Contract,which shall include • without limitation,any breach or default of the Contract,then, after written notice from the Owner to the Surety, as provided for below,the Surety shall either: (a)remedy the default or breach by the Principal;or(b)shall promptly and faithfully take charge of the Work and complete the Work in accordance with the requirements of the Contract with a contractor other than the Principal,at its own expense,and make available as work progresses sufficient funds to pay the cost of completion less the unpaid balance of the Contract including other costs and damages for which the surety may be liable hereunder, provided,however,that the procedure by which the Surety undertakes to discharge its obligations under this-Bond shall be subject to the advance written approval of the Owner. Within thirty (30) days after Surety's receipt of a written notice from Owner of the failure of performance of the Contract by the Principal, it shall be the duty of the Surety to give to the Owner a notice,in writing, of the Surety's election to(a)remedy the default(s)of the Principal promptly,or(b)arrange for performance of the Contract promptly by a contractor other than the Principal,time being of essence to this Bond. In said Notice of Election, the Surety shall state the date of commencement of its cure or remedy of the Principal's default(s) or its performance of the • Contract. The Surety's obligations for cure or remedy,include but are not limited to: correction of defective work and completion of the Contract, additional legal, design professional and delay costs arising from Surety's actions or failure to act, and liquidated damages (or if no liquidated damages are specified in the Contract, actual damages caused by delayed performance or non-performance by the Principal). The Surety shall give prompt written notice to the Owner upon completion of the cure or remedy of the Principal's default(s)of its performance of the Contract. If the Surety does issue its Notice of Election and does not proceed to cure or remedy the Principal's default(s)of its performance of the Work within thirty(30)days after receipt of a written notice from Owner,Surety shall be deemed • to be in default on this bond,and the Owner shall be entitled to enforce any remedy available to Owner. No right of action shall accrue on this bond to or for the use of any person or corporation other than the owner named herein or the successors of Owner. Signed and sealed this 2nd day of April ,20 19 Principal Raised Corporate Seal Environmental Construction,Inc. [MUST BE AFFIXED] (Contractor Name By: (Seal) Principal Raised Corporate Seal FA, i 7 e1 C v'd i [MUST BE AFFIXED] (Title) • Vigilant Insurance Company rety Name) By: (Seal) Vanessa opeland,Attorney-in-Fact • • APPROVED AS IRK • B ' NOTES: Ichael E. Ga es,City Attorney 1. Admowledgments must be completed and returned e- i yoi a as part of the bond. ; • 2. Raised Corporate Seals are mandatory. 3. Please attach Power of Attorney. 15-4584/118138 2 CALIFORNIA • • • ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California - ; ) County of 42`/11-i /r;",J— j7Ei �,o j7,�2 ��.. =��1 On �/-..7_ �,�� / 4 before me, , • Date I Here Insert Name and Title of the Officer • personally appeared %i?/Z) —Cn A i • • Name(s)of Signer(s) • who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in - - his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), • or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph ALAN SAFAEI is true and correct. NotaryPublic—California z Los Angeles County WITNESS my hand and official seal. • z i Commission#2187609 '47 - My Comm.Expires Mar 23.2021 • Signature `` - • Signaty e,of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional,completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document - Title or Type of Document: • Document Date: Number of Pages: Signer(s) Other Than Named Above: •Capacity(ies)Claimed bjr Signer(s) Signer's Name: Signer's Name: • ❑Corporate Officer—Title(s): 0 Corporate Officer—Title(s): ❑Partner— ❑Limited ❑General ❑Partner— 0 Limited 0 General ❑Individual • ❑Attorney in Fact 0 Individual ❑Attorney in Fact ❑Trustee 0 Guardian or Conservator 0 Trustee ❑Guardian or Conservator 0 Other: 0 Other: Signer Is Representing: Signer Is Representing: • ©2015 National Notary Association•www.NationalNotary.org•1-800rUS NOTARY(1-800-876-6827) item#5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 1189 ��:-��tiV�iE�l.n�r�Vi�%ti/�n i•i!�!.h i e�i'n.�h h�rVi.'.n ii.l.�'n h l.:h l..rli��.�.�n h nN��Vn^.n.n.�.r-.'�.�n�i.F.•iiVh..r%\AF n i n f!`�nl�/�'��%�i n�i A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness,accuracy,or validity of that document. State of California . ) • County of Orange ) On 4 2 \°I before me, Natassia Kirk-Smith ,Notary Public, personally appeared Vanessa Copeland Name(s)of Signers) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s-) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify tinder PENALTY OF PERJURY under the laws of the State of California that the foregoing NATASSIA KIRK-SMITH :7 '- Notary Public-California paragraph is true and correct. Orange County ". Commission#225381B e,�,.�•�' My Comm.Expires Aug 12,2022 WITNESS my hand and officia, Signature. ,��1 Signature o Public Place Notary Seal Above ----------------- OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could present fraudulent and reattachment of this form to another document. Description of Attached Document Type or Title of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Capacity(ies)Claimed by Signer(s) Signer's Name: Vanessa Copeland Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner: ['Limited ❑ General El Partner: ❑Limited ❑General © Attorney in Fact • ❑ Attorney in Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: El Other: Signer Is Representing: Signer Is Representing: / !'n.l:n.��^-�^:.P-.�li'nil.r�'^i1���/ l��r✓1r'n�I^s/�/�1�.�..nn'/Ni-V'•n��✓`..i•!�"nVi�i:���`M-M'iMi''��I1�i'n'1i�n l./.�Y/\�'�.�...�J�v�M Rev. 1-15 HUBS' Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Know All by These Presents,That FEDERAL INSURANCE COMPANY,an Indiana corporation,VIGILANT INSURANCE COMPANY,a New York corporation,and PACIFIC INDEMNITY COMPANY,a Wisconsin corporation,do each hereby constitute and appoint Shawn Blume, Kevin Cathcart, Vanessa Copeland, Eric Lowey and Mark Richardson of Costa Mesa,California — — — — — — each as their true and lawful Attorney-in-Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise,bonds and undertakings and other writings obligatory in the nature thereof(other than bail bonds)given or executed in the course of business,and any. instruments amending or altering the same,and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof,said FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 22e0 day of November,2017. }- A,, Dann M.Chloros,Assistant Secretary Stephen M.Haney.Vice President �CIIY i- STATE OF NEW JERSEY County ofHunterdon SS' On this 22vd day of November.2017 before me,a Notary Public of New Jersey,personally came Dawn M.Chloros,to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY,the companies which executed the foregoing Power of Attorney,and the said Dawn M. Chloros,being by me duly sworn,did depose and say that she is Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof,that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies;and that she signed said Power of Attorney as Assistant Secretary of said Companies by like authority;and that she is acquainted with Stephen M. Haney,and knows him to be Vice President of said Companies;and that the signature of Stephen M.Haney,subscribed to said Power of Attorney is in the genuine handwriting of Stephen M.Haney,and was thereto subscribed by authority of said Companies and in deponent's presence. Notarial Seal ` KATIERINEJ.AOELAAR TAR s NOTARY PUBUCOF NEW JERBEY P 4; / CamMtcrm Exonns July 15.2019 Naary PhhbOc CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY on August 30.2016: "RESOLVED.that the following authorizations relate to the execution.for and on behalf of the Company,of bonds.undertakings,recognizances.contracts and other written commitments of the Company entered into in the ordinary course of business(each a'Written Commitment"): (1) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise. (2) Each duly appointed attorney-in-fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise,to the extent that such action is authorized by the grant of powers provided for in such person's written appointment as such attorney-in-fact (3) Each of the Chairman.the President and the Vice Presidents of the Company is hereby authorized.for and on behalf of the Company,to appoint in writing any person the attorney- in-fact of the Company with full power and authority to execute,for and on behalf of the Company,under the seal of the Company or otherwise,such Written Commitments of the Company as may be specified in such written appointment.which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman.the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to delegate in writing to any other officer of the Company the authority to execute,for and on behalf of the Company,under the Company's seal or otherwise,such Written Commitments of the Company as are specified in such written delegation.which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution,and the seal of the Company,may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED,that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of oicers,employees and other persons to act for and on behalf of the Company,and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested.' 1,Dawn M Chloros,Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY(the"Companies')do hereby certify that (i) the foregoing Resolutions adopted by the Board of Directors of the Companies are true,correct and in full force and effect, (ii) the Companies are duly licensed and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and are authorized by the US.Treasury Department further,Federal and Vigilant are licensed in the U.S.Virgin islands,and Federal is licensed in Guam,Puerto Rico. and each of the Provinces of Canada except Prince Edward Island;and (ill) the foregoing Power of Attorney is true,correct and in full force and effect Given under my hand and seals of said Companies at Whitehouse Station,NJ,this April 2, 2019 Dawn M.Chloros,Assistant Secretary§ IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM,VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER,PLEASE CONTACT US AT: Telephone(908)903-3493 Fax(908)903-3656 a-mall•surety@chubb.com Form 15-10-0225B-U GEN CONSENT(rev.12-16) • Document-6616309-Page-1 Page 1 of 1 Recorded In Official Records,Orange Col my ` i Hugh Nguyen,Clerk-Recorder I11III111111111111I1I111111I11111111I111111LIIIH s Ni FEE f- l , PLEASE COMPLETE THIS INFORMATION * S R 0 0 1 0 5 9 8 7 7 5 $ a 1 2019000022279 2:06,pm.01/23119 i • RECORDING REQUESTED BY:- • 90 SC5 N12 1 0.00 0.00 0.00 0,00 0.00 0.00 0.000.000.00 Cf. 1 I i • I 1 1r I WI-N RECORDED MAIL TO: CIF,OF HUNTINGTON BEACH 1 PUBLIC WORKS DEPARTMENT I . Attn:Environmental Construction Inc. I P.Q.Bor.190-2000 Maln Street 1 Huntington Beach,CA 92848 I 1 I t ..-� THIS SPACE FOR REC'DRDER'3 USE ONLY Tf' E OF DOCUMENT I 1 i NOTICE OF COMPLETION I. NOTICE IS IiEF,EBY GIVENby the City of Huntington Beach,owner in fee,2000 Main Street,Huntingtoi I Beach,CA 92646,.:et 1 the oontract heretofore avrerdsd to Environms:Hal Construction inc.,who was the company thereon for doing the following woe.:'.o- t wit 3 We:19 Hydrogen Su:fide Odor Reduction'Removal,Project 3 CC 1392 r j Thy?said work was completed el/14/2019 by said c0mp9ry according to plans and spedfica ons and to file satisfaction of tAy 41 Engineer of the City of Huntington Beach and that said wnrk was accepted by the Director of Public Works on 01)l4t2019,per..':ily { Council Resolution No.2003-70 adopted October 6,2003.' ) i Thet upon said contract(Beret Company Nwne Here), was surety for the bond given by the said company as required law. 3' Tit!document Is solely for the official business of the City o'Huntington Beach,as contemplated under C-ovemment Code Sc-'ion 27793 and should be recorded free of charge. i 1 ° / -g-1..!, i i ' nor� t ::or City Engineer Dat6 r 1 thy of Huntington Beaa'i,California. I I ST.T E OF CALIFORNIA) j Cry, ty of Orange )es: I Ci''.if Huntington Beat ) ' • I,t`'undersigned,sty.:am an.gent of the.Cifj of Huntington Beach,owner In fee,in the fc:•'going NC'IICE OF COMPLET''"N. I h .,read said NOTI:E`OF COMPLETION and I:now ths uontens thereof;t ie same In tr a n.'my knowleige. F i 1 I rttaare under pena.y a:perjur/chat the':,;•3going is true rne.correct and that said NOTICE OF COM 1ON was defy P..."' i r ::'lady cerlered to b.+recorded In:he Oflc..:If the Count;Recorder of Orange C,+:nty. i .:7Is document is sc a.'y:he oftick!`usinesa c' i 7:-7 ,'I rr ..9 L`e CityofNunfln a�±3garh,as c^itemplahxl (, r;'!7 /i -�.. rider Government:ode sedearr 2i?N3 and d -r a'P.''' 1*t::or�Clry Ea°c' c Oa a .I should he recorded free o;ta{ae. 1.4ty of Hunngton Beau ,California ^" 1 _ I 1 THIS PAGE IS ADDED TO FRCVIDE ADEQUATE SPACE FOR RECORDING INFOP.MAT!OH {r j ( , (Additional recording fee apl+llee)' ! C 1 • I 1 r . 3 tz.-.119 ate%rut:big;�-!c 1, r �NT�ncroh / 20VE� 7-0 City of Huntington Beach File #: 18-445 MEETING DATE: 11/5/2018 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Travis K. Hopkins, PE, Director of Public Works Subject: Approve and authorize execution of Amendment No. 1 to the Limited Term Partial Basin Equity Assessment Exemption Agreement between Orange County Water District (OCWD) and City of Huntington Beach (Financial Aid for the Well No. 9 Treatment Project CC-1392) Statement of Issue: On October 4, 2017, the OCWD Board approved an agreement to allow the City to obtain full cost recovery for the City's Well No. 9 Treatment Project. This Amendment#1 is an administrative update by OCWD to add an additional $720,000 to the original agreement to account for the increased project costs and add a payment method for financial aid during the City's participation in the OCWD's "Coastal Pumping Transfer Program" (CPTP). Financial Impact: The City will realize either savings to the Water Fund 506 for purchase of water at a reduced rate or will receive a check at the end of each FY. These savings are dependent on the amount of water extracted from Well No. 9 after treatment facilities are in operation, estimated to be $1,000,000 annually. The financial aid program will discontinue once the full amount of financial aid is achieved. Recommended Action: Approve and authorize the Mayor and City Clerk to execute "Amendment No. 1 to Limited Term Partial Basin Equity Assessment Exemption Agreement Between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)." Alternative Action(s): Do not approve the Agreement and instruct staff on how to proceed. Analysis: Historically, the City significantly reduced the water production of Well No. 9 due to high hydrogen sulfide concentrations in the well water. Staff successfully piloted a Biological Activated Carbon (BAC) treatment system that reduced the hydrogen sulfide concentrations in the water to a level that it could be used. Since this project treats water from the groundwater basin that OCWD manages, a City of Huntington Beach Page 1 of 3 Printed on 10/31/2018 463 powered by Leaistar" File #: 18-445 MEETING DATE: 11/5/2018 request was made to OCWD to fund 100 percent of the project. On October 4, 2017, OCWD approved the financial aid agreement to help the City recover 100 percent of actual project costs. Well No. 9 has a relatively deep screened interval (556-996 feet below ground surface) and draws all of its water from the main aquifer (lowermost principal aquifer). In this part of the groundwater basin the main aquifer has reduced chemical conditions (low oxygen) that are conducive to the formation of hydrogen sulfide. The following benefits of the Well No. 9 Treatment Project are OCWD justifications for financial aid: 1. The City can continue operating an existing asset at its maximum output. 2. Pumping Well No. 9 reduces the potential for groundwater containing hydrogen sulfide to impact nearby Huntington Beach Well No. 5, which gets a blend of groundwater from the main aquifer and shallower aquifers. 3. Groundwater containing hydrogen sulfide is being removed. 4. Well No. 9 is deep enough that pumping does not affect the seawater intrusion. 5. There are no impacts to the Basin Pumping Percentage (BPP), OCWD's finances or groundwater accumulated overdraft in this region. Increase to Project Costs This Amendment#1 to the original OCWD financial aid agreement adds $720,000 for additional costs which include; • The construction bid was approximately $400,000 higher than previously estimated in 2016 • The City was not able to use internal staff to provide inspection services during construction which increased costs by $150,000 • Other additional miscellaneous costs related to the complexity of the project added about $170,000 This increases the total project capital cost/reimbursement from $2.80M to $3.52M. This agenda item does not require Public Works Commission Action. Environmental Status: Not applicable. Strategic Plan Goal: Enhance and maintain infrastructure Attachment(s): 1. Two (2) original sets of OCWD amendment, "Amendment#1 to Limited Term Partial Basin City of Huntington Beach Page 2 of 3 Printed on 10/31/2018 464 powered by LegistarT*' File #: 18-445 MEETING DATE: 11/5/2018 Equity Assessment Exemption Agreement Between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)" City of Huntington Beach Page 3 of 3 Printed on 10/31/2018 465 powered by Legistar" AMENDMENT#1 TO LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT BETWEEN ORANGE COUNTY WATER DISTRICT AND CITY OF HUNTINGTON BEACH (Huntington Beach Well No.9) This AMENDMENT #1 TO THE LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT(the"Amendment#1")is entered as of December November 5 2018 by and between the ORANGE COUNTY WATER DISTRICT,a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1933,as amended("OCWD"),and the CITY OF HUNTINGTON BEACH,a municipal corporation organized and existing under the laws of the State of California("City"). RECITALS A. OCWD and City entered into the LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT("Agreement")as of October 4,2017. B. OCWD and City desire to amend the Agreement to address the City's participation in the"Coastal Pumping Transfer Program"("CPTP")administered by OCWD. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein,OCWD and the City hereby agree as follows: Section 1:Section 2.7 is added to the Agreement to read as follows: 2.7 During fiscal years when OCWD has implemented the CPTP,OCWD will not be able to reduce the Basin Equity Assessment pursuant to Section 38.1 of the District Act as contemplated in Section 1.4 of Agreement without adversely affecting performance under and the goals of the CPTP. During such years,OCWD shall directly pay to the City an equivalent amount of money as calculated and called for in the Agreement per Exhibit A. OCWD shall make such payments to the City by October 30th following the end of each applicable fiscal year. Section 2: Notwithstanding Exhibit A to the Agreement,the estimated capital cost for the Project is hereby increased from$2.8 million to$3.52 million. Section 3: Except as set forth herein, each and all of the terms,covenants and conditions in the Agreement shall remain in full force and effect. IN WITNESS WHEREOF the parties have executed this Amendment#1 as of the date first written above. APPROVED AS TO FORM: ORANGE COUNTY WATER DISTRICT RUTAN&TUCKER,I.LP By „iivrel ( 11,(4 4.4,'"----- ,.., Denis Bilo Br , frrl By Joel .ppe ' Mi ac arkus,General Manager Gent Counsel.,OCWD k APPROVED AS TO FO : CI 0 BE CH By et.4A . B Mayor, Mike Pose City omey,City of Huntington Atte : By: 4.4s-7- CityCkrk or bin Es islau DIRECTORS OFFICERS DENIS R.BILODEAU,P.E. President SHAWN QEWANEB' K DENIS R.BILODEAU,P.E. CATHY GREEN DINA NGUYEN First Vice President VICENTE SARMIENTO f VACANT STEPHEN R.SHELDON TRI TAR p Second Vice President JAMES VANDERBILT SINCE 1933 SHAWN BRUCE WHITAKER General Manager ROGER C.YOH,P.E. ORANGE COUNTY WATER DISTRICT MICHAELR.MARKUS,P.E.,D.WRE ORANGE COUNTY'S GROUNDWATER AUTHORITY December 4, 2018 Ms. Robin Estanislau City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Amendment No. 1 to Limited Term Partial Basin Equity Assessment Exemption Agreement Enclosed is a fully executed original of the referenced document. Sincerely, anice Durant District Secretary Enclosure/stated PO Box 8300 18700 Ward Street (714)378-3200 www.orwd.cam Fountain Valley,CA 92728-8300 Fountain Valley,CA 92708 (714)378-3373 fax LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT BETWEEN ORANGE COUNTY WATER DISTRICT AND CITY OF HUNTINGTON BEACH (Huntington Beach Well No.9) . • This LIMITED TERM PARTIAL BASIN EQUITY ASSSESSMENT EXEMPTION AGREEMENT (the "Agreement") is entered as of October / , 2017 by and between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1933, as amended ("OCWD"), and the CITY OF HUNTINGTON BEACH, a municipal corporation organized and existing under the laws of the State of California("City"). RECITALS A. Approximately two-thirds of all drinking water currently used within northern and central Orange County is provided from groundwater by OCWD. Inasmuch as Orange County is located in a semi-arid area, it is essential that all reasonable efforts be put forth to protect the quality of groundwater supplies and to provide for maximum utilization of that resource. B. The City operates a public water system for the purpose of delivering potable water to its customers, and obtains most of its water by pumping groundwater from wells for delivery to its customers. The City, as well as other groundwater producers within the boundaries of OCWD, has lost pumping capacity in some of its groundwater wells due to the presence of hydrogen sulfide. Huntington Beach Well No. 9 ("Well 9"), located at near the intersection of Warner Avenue and Magnolia Street in Huntington Beach, has the capacity to produce up to 4,800 acre feet per year of groundwater; however, the City limited production of groundwater from Well 9 in 2011 due to its high levels of hydrogen sulfide. There are no federal or state drinking water quality standards set for hydrogen sulfide in drinking water, however hydrogen sulfide can produce odors and can be corrosive to certain metals and can be unsuitable for domestic purposes. C. The City recently completed a full scale pilot study using Granular Activated Carbon (GAC) treatment process to reduce hydrogen sulfide in the water produced by Well 9. The pilot study demonstrated complete removal of the hydrogen sulfide in the well water. The City proposes to design and construct a GAC treatment system to treat the all the flows from Well 9(such treated Well 9 groundwater is hereinafter referred.to as"Product Water"). D. The City's preliminary cost estimate for this GAC treatment system Project is $2,800,000 (the "Project Cost"). The City also estimates a one-time replacement of the GAC media and filter tanks at a cost of$800,000 over the life of the Project. OCWD has determined that the City's conduct of the Project will reduce the potential for groundwater containing hydrogen sulfide to impact nearby Huntington Beach Well No.5. E. The Legislature of the State of California has vested in OCWD the statutory responsibility to manage, regulate, replenish and to protect the quality of the groundwater supplies within the boundaries of OCWD. City of Huntington Beach Phial SEA Exemption Agreement F. In April of each year,the Board of Directors of OCWD acts in accordance with Section 31.5 of the Orange County Water District Act ("OCWD Act") to find, determine and establish the basin production percentage(the"BPP"),and sets basin equity assessments(each, a "BEA") for each producer within OCWD for the period from July lsl through June 30th of the next succeeding year. G. Section 2.6.(1.)of the OCWD Act authorizes OCWD to enter into an agreement with the owner operating a groundwater production facility within OCWD's boundaries to increase the production of groundwater in lieu of water from an alternative non-tributary source for the purpose of removing contaminants or pollutants from the groundwater basin,and paying from OCWD funds that portion of the cost of groundwater production that will encourage the production for beneficial use of the polluted or contaminated groundwater that is impairing the quality of the water supplies within OCWD. H. OCWD and the City mutually desire to enter into this Agreement pursuant to Section 2.6.(1.) of the OCWD Act to set forth the specific terms and conditions under which the City will conduct the Project and remove hydrogen sulfide-impaired groundwater from the Orange County groundwater basin by treating groundwater from Well 9 for ultimate distribution to City customers for potable beneficial uses,with the City recovering the Project Cost by means of a partial exemption of that water from the payment of the BEA. OCWD and the City understand and agree that this Agreement does not and cannot become effective unless and until the City files a petition for a partial exemption from the BEA of the water produced from Well 9, and the Board of Directors of OCWD approves such a partial BEA exemption, in accordance with Section 38.1 of the OCWD Act. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, and subject to this Agreement taking effect in accordance with Section 5 below,OCWD and the City hereby agree as follows: SECTION 1. LIMITED TERM HYDROGEN SULFIDE REMOVAL PROJECT 1.1. The City shall design and construct the Project within the Project Cost. In the event that the cost of the design and construction of the Project exceeds the Project Cost,the City shall submit such revisions to the Project Cost for review and approval by OCWD. In the event that OCWD determines,in its reasonable discretion,to approve the revisions to the Project.Cost, those additional costs will be eligible to be credited against BEA payments otherwise owed by the City for production of groundwater from Well 9 above the BPP, in accordance with Paragraph 2.5 below. In the event that either the City does not submit any revisions to the Project Cost for approval by OCWD, or OCWD determines in its reasonable discretion not to approve those revisions to the Project Cost, such revisions to the Project Cost shall not serve as credits against BEA payments otherwise owed by the City for the production of groundwater from Well 9. . 1.2. The City shall serve as the lead agency for, and be responsible for all CEQA processing for,the Project. City of Huntington Beach Partial BEA Exemption Agreement -2 1.3. The City shall be responsible for all design,engineering,construction,and CEQA costs for the Project. 1.4. Once the Project has been constructed,the Project Costs(and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above) have been reviewed to ensure they are consistent with this Agreement, and if the OCWD Board of Directors has approved a petition for partial, limited term BEA exemption pursuant to Section 38.1 of the OCWD Act(as outlined in Section 5),this Agreement will be implemented in the first fiscal year after the Project is complete, beginning July 1st of that year, and last for up to four fiscal years through June 30th of the last year (the "Project Term"). During the Project Term, the City may produce groundwater in an amount equal to the BPP for that given year, plus additional groundwater production from Well 9, provided that all of the groundwater production above the BPP during the Project Term shall be produced solely from Well 9 in order to receive partial exemption set forth in Paragraph 2.5 below. 1.5. In order to obtain the partial exemption set forth in Paragraph 2.5 below,the City shall produce groundwater from Well 9 that,after treatment, meets the adopted primary drinking water standards, and the City shall deliver the groundwater to its customers or to City facilities for potable beneficial uses. Further, the Product Water shall meet the State Water Resources Control Board ("SWRCB") and the Division of Drinking Water ("DDW") Secondary Drinking Water Standards with a Secondary Maximum Contaminant Level for odor set at 3 Threshold Odor Number (TON) in drinking water. The Product Water from Well 9 shall also meet any other requirements from the SWRCB for treatment of this Product Water. 1.6. The City shall be responsible for all costs incurred in the operation and maintenance of Well 9, other than the replacement of the GAC media as defined in Section D of the Recitals, for distribution of the Product Water to City customers or facilities for potable beneficial use,including but not limited to labor,materials and power. 1.7. The City shall take out and maintain in effect at all times during the term of this Agreement comprehensive general liability insurance in an amount not less than $2 million per occurrence, for bodily injury, death and property damage, naming OCWD as an additional insured under such policy. An endorsement evidencing this insurance coverage shall be furnished to OCWD prior to the City filing with OCWD a petition pursuant to Section 38.1 of the OCWD Act (as outlined in Section 5). If the City is, or becomes, partially or fully self- insured for its public liabilities,a letter executed by the City's Mayor or City Manager stating the City's self-insured status and acknowledging its responsibility to respond to the indemnification of OCWD as provided in Paragraph 5.5 below, may be furnished in lieu of the insurance endorsement. The City shall provide written notice to OCWD of any change in the City's insured or self-insured status during the Project Term within 30 days of the effective date of such change. SECTION 2. PROJECT TERM BASIN EQUITY ASSESSMENT AND REPLENISHMENT ASSESSMENT PAYMENTS 2.1. The City shall file water production statements and a basin equity assessment statement in strict compliance with Sections 29(a) and 31.5(j) of the OCWD Act, respectively, City ofNuntingloa Beach Partial BEA Exemption Agreement _3 for all groundwater produced by the City during the Project Term, including all groundwater produced from Well 9 and distributed as Product Water. 2.2. On or before the 15th day of each month, during the Project Term,the City shall file with OCWD a monthly report reflecting the quantity of groundwater produced by Well 9 through the end of the preceding calendar month during the Project Term (a"Monthly Project Production Report"). 2.3. Concurrently with the filing of the City's basin equity assessment report pursuant to Section 31.5(j) of the OCWD Act, the City shall file with OCWD a statement, verified by a written declaration under penalty of perjury, setting forth the total amount of groundwater produced from Well 9 during the Project Term and distributed as Product Water (the "Project Production Statement"). 2.4. The City shall pay the replenishment assessment and additional replenishment assessment levied and imposed pursuant to Sections 27 and 27.1 of the OCWD Act on all groundwater produced by the City during the Project Term, including all groundwater produced from Well 9,in accordance with Section 29(a)of the OCWD Act. 2.5. To the extent that the City's production of groundwater during the Project Term does not exceed an amount equal to the BPP plus additional groundwater produced from Well 9, and all of the groundwater produced during the Project Term in excess of the BPP was produced from Well 9,the City shall be exempt during the Project Term from paying a portion of the basin equity assessment or any surcharge on such groundwater production above the BPP from Well 9 during the Project Term to allow the City to recoup the Project Cost (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above),as described in the Attached Exhibit A attached hereto and by this reference incorporated herein. Notwithstanding the foregoing, the City shall pay the applicable basin equity assessment and any surcharge for the following: 2.5.1. The City shall pay the applicable basin equity assessment and surcharge on all groundwater produced by the City during the Project Term that exceeds an amount equal to the BPP plus additional groundwater produced from Well 9;and 2.5.2. The City shall pay the applicable basin equity assessment and surcharge on all groundwater produced by the City during the Project Term in excess of the BPP, if such groundwater in excess of the BPP is produced from any water production facility other than Well 9. 2.6. The City acknowledges that the groundwater produced from Well 9, and the Product Water distributed and sold by the City, shall be classified as "groundwater," and shall not be classified as"supplemental sources" as such term is defined in Section 31.5 of the OCWD Act, for the purpose of calculating the amount of groundwater produced by the City relative to the BPP. City or Huntington Beach Partial BEA Exemption Agreement _4 SECTION 3. CITY GROUNDWATER PRODUCTION DURING THE PROJECT REMAINDER TERM 3.1. Following completion of the Project Term, and for ten consecutive years thereafter, (such ten-year period is hereinafter referred to as the "Project Remainder Term"),the City shall make its best efforts to continue to operate Well 9 throughout the Project Remainder Term. 3.2. Beginning the first fiscal year of the Project Remainder Term,and each fiscal year thereafter during the Project Remainder Term, the City shall pay the then-applicable replenishment assessment, additional replenishment assessment and, if applicable, the basin equity assessment and surcharge, on all groundwater produced by the City during that fiscal year, including all groundwater produced form Well 9, in strict compliance with Sections 29 and 31.5 of the OCWD Act. 3.3. Notwithstanding Paragraphs 3.1 and 3.2 above, in the event that the City was unable to produce sufficient groundwater from Well 9 during the Project Term to allow the City to achieve a total groundwater production equal to the BPP plus the additional groundwater produced from Well 9 so as to recover the Project Cost (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above), the City and OCWD shall meet and confer to implement the program described in Exhibit A to allow the City to increase production from Well 9 for an additional time period that will not be subject to payment of the BEA, to allow the City to achieve the total amount of Well 9 groundwater production that had been intended for the Project Term and thereby recover the entirety of the Project Cost and any revisions approved by OCWD pursuant to Paragraph 1.1 above (the"Make-Up Production"). In the event that the City undertakes Make-Up Production: 3.3.1. The City shall receive a partial basin equity assessment exemption on the Make-Up Production in accordance with Exhibit A. 3.3.2. The City shall file Monthly Project Production Reports (as described in Paragraph 2.2) for the Make-Up Production during each calendar month during the Make-Up Production time. 3.3.3. In addition to all groundwater production reports and statements required under the OCWD Act, the City shall file a Project Production Statement(as described in Paragraph 2.3) for the Make-Up Production concurrently with the filing of the City's basin equity assessment report pursuant to Section 31.5(j)of the OCWD Act SECTION 4. MISCELLANEOUS 4.1. Effective Date:Term.This Agreement shall become effective upon the Board of Directors of OCWD approving a partial exemption of the BEA for the water produced from Well 9,and shall continue for a term of twenty years,until June 30,2037. City or Huntington Beach Partial BEA Exemption Agreement -5 4.2. Notices. Any notice, instrument, payment or document required to be given or delivered under this Agreement shall be given or delivered by personal delivery or by depositing the same in a United States Mail depository, first class postage prepaid, and addressed as follows: If to OCWD: Orange County Water District PO Box 8300 18700 Ward Street Fountain Valley,CA 92708 Attn: General Manager If to City: City of Huntington Beach PO Box 190 2000 Main Street Huntington Beach,CA 92648 Attn: City Manager or such other address as either party may direct in writing to the other. Service of any instrument or document given by mail shall be deemed complete upon receipt if delivered personally,or 48 hours after deposit of such instrument or document in a United States mail depository, first class postage prepaid,and addressed as set forth above. 4.3. Compliance with Laws. The City shall keep itself informed of all existing and future state and federal laws and all county, municipal ordinances and regulations, which in any manner effect its performance of this Agreement. The City shall at all times observe and comply with all such laws,ordinances and regulations. 4.4. Records and Review. The City shall keep and maintain all records, accounts and reports relating to this Agreement and its performance hereunder for a period of three years following the expiration of this Agreement. OCWD shall have access to such records at any time during normal business hours upon 48 hours notice to the City. At its cost, OCWD shall have the right to audit the books,records and accounts of the City relating to its performance of this Agreement no more than once annually, and the City shall provide reasonable cooperation to OCWD in this regard. 4.5. Indemnification. The City shall defend, indemnify and hold OCWD, its officers, directors, employees and representatives, harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to person or property, losses, penalties, obligations, expenses or liabilities (collectively, "Costs") that may be asserted or claimed by any person or entity arising out of the performance or implementation of this Agreement by City or its officers, directors, employees or representatives, or the distribution or use of any water produced from Well 9. The City shall also defend, indemnify and hold OCWD, its officers, directors, employees and representatives harmless from and against any and all Costs that may be asserted or claimed by any person in any administrative or judicial challenge to the legality or validity of this Agreement or any exemption under Section 38.1 from payment of the BEA on any portion of the water produced from Well 9, or to any act or determination(including any finding under Section 38.1 of the OCWD Act or any finding, action or inaction under or required by the California Environmental Quality Act) leading up to or in connection with such a BEA City of Huntington Beach Partial BEA Exempcinn Agreement -6 exemption or this Agreement. 4.6. Successors and Assigns. All of the terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, OCWD, the City, and their respective successors and assigns. 4.7. 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 continual waiver or to waive any other breach under this Agreement. 4.8. No Representation or Warranty. OCWD and the City each acknowledges that neither party, nor any of its respective officers, employees, agents or representatives, has made any written or oral representation,promise or warranty,express or implied, regarding any matter that is the subject of this Agreement,other than as expressly set forth herein. 4.9. No Obligation to Third Parties. The approval, execution and performance of this Agreement shall not be deemed to confer any rights upon any person or entity other than OCWD and the City. There are no third party beneficiaries to this Agreement. 4.10. Nature of Relationship. This Agreement shall not create, and shall not be construed or deemed to create, any agency, partnership, joint venture, landlord-tenant or other relationship between OCWD and the City. 4.11. Integration, Construction and Amendment. This Agreement represents the entire understanding of OCWD and the City as to those matters contained herein. 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 construed as if drafted by both OCWD and the City. This Agreement may not be modified, altered or amended except in writing signed by authorized representatives of both OCWD and the City. SECTION 5. AGREEMENT NOT EFFECTIVE UNTIL PARTIAL BEA EXEMPTION GRANTED ON WELL 9 WATER PRODUCTION 5.1. This Agreement shall not take effect unless and until all of the following actions occur in accordance with Section 38.1 of the OCWD Act: 5.1.1. City shall have filed with OCWD a petition pursuant to Section 38.1 of the OCWD Act, for a partial exemption of the basin equity assessment levied under Section 31.5 of the OCWD Act,for all groundwater above the BPP produced from Well 9 during the period from July 1,2017 through June 30,2021 (the"Project BEA Exemption");and 5.1.2. The OCWD Board of Directors shall have received an investigation report on the petitioned Project BEA Exemption from OCWD's district geologist;and 5.1.3. The OCWD Board shall have conducted a public hearing on the petition for the Project BEA Exemption, made findings and determinations in accordance with Section 38.1(d)(2)of the OCWD Act,and granted the City's petition for the Project BEA Exemption. [Sty of Huntington Beach Partial BEA Exemption Agreement _7 5.2. City understands and acknowledges that the OCWD Board of Directors retains full discretion within the parameters set forth in the OCWD Act to approve or not to approve the Project BEA Exemption. Nothing in this Agreement shall in any way commit the OCWD Board of Directors to approve the Project BEA Exemption,to take any other action with respect to the City's petition for the Project BEA Exemption,or to in any way limit or restrict the discretion of the Board of Directors of OCWD with respect to an exemption from the payment of the BEA on water produced from Well 9. IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above. APPROVED AS TO FORM: ORANGE COUNTY WATER DISTRICT RUTAN&TUCKER,LLP By: Denis Bilod By: Joel . uper erg By: Gen al Counsel,OCWD Mi ael . arkus,General Manager APPROVED AS TO ORM: C O t ACH By: By. ael E.Gates Mike Posey • ity Attorney,City of Huntington Mayor Beach Attest _ By: Robin Estanislau City Clerk City of Huntington Beads Partial BEA Exemption Agreement _g • • Exhibit A • • City of Huntington Beech Partial BEA Exemption Agreement _9 csi O N 0 N entD I' M 1/1 u. Q -.. 0 Cs tv M tP 4.0 VV• er-/ ttOO 0 0 m in. 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Y m Q IA m n Q. w �OCO 0 . w 0 -E W V -0 E CO C in O.. a • w a 3 m 13 'O a "� p mi tO. ig o =11/3 N Y 7 O Q E c E to r. u'� O w u `^ Q w p a C ' w a. a. m I- ce Q U . o � \ TINGr0 ,004:•�....;........ ,��, City of Huntington Beach U , 1. ; 2000 Main Street ♦ Huntington Beach, CA 92648 - - : (714) 536-5227 • www.huntingtonbeachca.gov ��FcoUNTY O\-#1 Koor Office of the City Clerk ,/ Robin Estanislau,City Clerk November 15, 2018 Orange County Water District ATTN: Janice Durant P.O. Box 8300 Fountain Valley, CA 92708-8300 Dear Ms. Durant: Enclosed are two originals of the "Amendment#1 to Limited Term Partial Basin Equity Assessment Exemption Agreement between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9) Upon complete execution, please mail one original to us. Please mail the document to: Robin Estanislau City Clerk 2000 Main Street, 2nd Floor Huntington Beach CA 92648 Your attention to this matter is greatly appreciated. Sincerely, 9.6/".4,41444) Robin Estanislau, CMC City Clerk RE:ds IASioS-tr 6t/i ru tri .42r: 1111 01011-I 01045 131-10)323 oZ Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand U'L^-J Dept.ID PW 18-009 Page 1 of 2 Meeting Date:4/2/2018 ftPf OVeb 7-0 � - F yxj CITY OF HUNTINGTON BEACH 9'i "JEo�2 REQUEST FOR. CITY COUNCIL ACTION :mac� �JNTY C MEETING DATE: 4/2/2018 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Travis K. Hopkins, PE, Director of Public Works SUBJECT: Approve and authorize execution of the Limited Term Partial Basin Equity Assessment Exemption Agreement Between Orange County Water District (OCWD) and City of Huntington Beach (Financial Aid for the Well No. 9 Treatment Project, CC-1392) Statement of Issue: On October 4, 2017, the OCWD Board approved an agreement to allow the City to obtain full cost recovery for the City's Well No. 9 Treatment Project, including an additional $800,000 of estimated future treatment tanks replacement cost. The total amount of OCWD financial aid to the City is estimated to be $4,300,000. Financial Impact: The City will realize savings to the Water Fund (506)for purchase of water at a reduced rate. These savings are dependent on the amount of water extracted from Well No. 9 after treatment facilities are in operation, up to $960,000 annually. The amount of savings earned annually in the Water Fund (506) will be transferred to the Water Master Plan Fund (507), to reimburse the Water Master Plan Fund for those capital improvements at Well No. 9, per the City's adopted 2016 Water Master Plan. The financial aid program will discontinue once the full amount of financial aid is achieved. Recommended Action: Approve and authorize the Mayor and City Clerk to execute two original sets of the OCWD agreement dated October 4, 2017, "Limited Term Partial Basin Equity Assessment Exemption Agreement Between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)" and return one signed set to OCWD. Alternative Action(s): Do not approve the Agreement and instruct staff on how to proceed. Analysis: Historically, the City significantly reduced the water production of Well No. 9 due to high hydrogen sulfide concentrations in the well water. Staff successfully piloted a Biological Activated Carbon (BAC) treatment system that reduced the hydrogen sulfide concentrations in the water to a level that it could be used. Since this project treats water from the groundwater basin that OCWD manages, a request was made to OCWD to fund 100 percent of the project, estimated at $3.6 million in capital costs for design, construction, and future tank replacement. On August 7, 2017, City Council awarded the construction contract. The total updated project cost with future tank replacement is estimated to be $4.3 million, and is currently under construction. On October 4, Item 8. - 1 HB -228- Dept.ID PW 18-009 Page 2 of 2 Meeting Date:4/2/2018 2017, OCWD approved the financial aid agreement to help the City to recover 100 percent of actual project costs at$4.3 million. Key elements of the OCWD financial aid program are provided below: • City would initially construct the necessary well improvements. This work began in fiscal year 2016-17; • Beginning in fiscal year 2018-19 the City would pump this well above the Basin Pumping Percentage (BPP), currently set at 75% groundwater, and receive a partial BEA exemption; • The additional pumping is expected to be around 3,000 acre-feet per year; • The partial BEA exemption would last for several years to accumulate up to the $4.3 million in exemptions, thereby allowing the City to recover its investment; and, • After the City recovers its investment, the partial BEA exemption terminates, and Well No. 9 would be returned to be used by the City to meet its annual BPP pumping amount. Well No. 9 has a relatively deep screened interval (556-996 feet below ground surface) and draws all of its water from the main aquifer (lower most principal aquifer). In this part of the groundwater basin the main aquifer has reduced chemical conditions (low oxygen) that are conducive to the formation of hydrogen sulfide. The following benefits of the Well No. 9 Treatment Project are OCWD justifications for financial aid: 1. City can continue operating an existing asset at its maximum output; 2. Pumping Well No. 9 reduces the potential for groundwater containing hydrogen sulfide to impact nearby Huntington Beach Well No. 5 which gets a blend of groundwater from the main aquifer and shallower aquifers; 3. Groundwater containing hydrogen sulfide is being removed; 4. Well No. 9 is deep enough that pumping does not affect the seawater intrusion; and, 5. There are no impacts to the BPP, OCWD's finances, or groundwater accumulated overdraft in this region. OCWD will annually provide the City with the Partial Basin Equity Assessment Exemption water rate, which will be approximately $700/acre-feet for FY 2018-19. This reduced OCWD rate is approximately $320/acre-feet less than the average per acre-foot cost to purchase imported water from the Metropolitan Water District of Southern California (MWD) through the Municipal Water District of Orange County (MWDOC). Therefore, during the period of financial aid, City would need to purchase less import water, equal to the amount of water pumped at Well No. 9. If Well No. 9 pumps 3,000 acre-feet in FY 2018-19, the City would then save approximately $960,000 in the purchase of imported water (3,000 acre-feet x $320/acre-feet). The amount of financial aid earned annually from savings in the Water Fund (506) will be transferred to the Water Master Plan Fund (507), which funded the capital improvements at Well No. 9, per the City's adopted 2016 Water Master Plan. Public Works Commission Action: Not applicable. Environmental Status: Not applicable. Strategic Plan Goal: Enhance and Maintain Infrastructure Attachment(s): 1. Two (2) original sets of OCWD agreement dated October 4, 2017, "Limited Term Partial Basin Equity Assessment Exemption Agreement between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)" FIB -229- Item 8. - 2 LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT BETWEEN ORANGE COUNTY WATER DISTRICT AND CITY OF HUNTINGTON BEACH (Huntington Beach Well No. 9) This LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT (the "Agreement") is entered as of October . , 2017 by and between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1933, as amended ("OCWD"), and the CITY OF HUNTINGTON BEACH, a municipal corporation organized and existing under the laws of the State of California("City"). RECITALS A. Approximately two-thirds of all drinking water currently used within northern and central Orange County is provided from groundwater by OCWD. Inasmuch as Orange County is located in a semi-arid area, it is essential that all reasonable efforts be put forth to protect the quality of groundwater supplies and to provide for maximum utilization of that resource. B. The City operates a public water system for the purpose of delivering potable water to its customers, and obtains most of its water by pumping groundwater from wells for delivery to its customers. The City, as well as other groundwater producers within the boundaries of OCWD, has lost pumping capacity in some of its groundwater wells due to the presence of hydrogen sulfide. Huntington Beach Well No. 9 ("Well 9"), located at near the intersection of Warner Avenue and Magnolia Street in Huntington Beach, has the capacity to produce up to 4,800 acre feet per year of groundwater; however, the City limited production of groundwater from Well 9 in 2011 due to its high levels of hydrogen sulfide. There are no federal or state drinking water quality standards set for hydrogen sulfide in drinking water, however hydrogen sulfide can produce odors and can be corrosive to certain metals and can be unsuitable for domestic purposes. C. The City recently completed a full scale pilot study using Granular Activated Carbon (GAC) treatment process to reduce hydrogen sulfide in the water produced by Well 9. The pilot study demonstrated complete removal of the hydrogen sulfide in the well water. The City proposes to design and construct a GAC treatment system to treat the all the flows from Well 9(such treated Well 9 groundwater is hereinafter referred to as "Product Water"). D. The City's preliminary cost estimate for this GAC treatment system Project is $2,800,000 (the "Project Cost"). The City also estimates a one-time replacement of the GAC media and filter tanks at a cost of$800,000 over the life of the Project. OCWD has determined that the City's conduct of the Project will reduce the potential for groundwater containing hydrogen sulfide to impact nearby Huntington Beach Well No. 5. E. The Legislature of the State of California has vested in OCWD the statutory responsibility to manage, regulate, replenish and to protect the quality of the groundwater supplies within the boundaries of OCWD. City of Huntington Beach Partial BEA Exemption Agreement F. In April of each year, the Board of Directors of OCWD acts in accordance with Section 31.5 of the Orange County Water District Act ("OCWD Act") to find, determine and establish the basin production percentage (the "BPP"), and sets basin equity assessments (each, a "BEA") for each producer within OCWD for the period from July 1st through June 30`h of the next succeeding year. G. Section 2.6.(1.) of the OCWD Act authorizes OCWD to enter into an agreement with the owner operating a groundwater production facility within OCWD's boundaries to increase the production of groundwater in lieu of water from an alternative non-tributary source for the purpose of removing contaminants or pollutants from the groundwater basin, and paying from OCWD funds that portion of the cost of groundwater production that will encourage the production for beneficial use of the polluted or contaminated groundwater that is impairing the quality of the water supplies within OCWD. H. OCWD and the City mutually desire to enter into this Agreement pursuant to Section 2.6.(1.) of the OCWD Act to set forth the specific terms and conditions under which the City will conduct the Project and remove hydrogen sulfide-impaired groundwater from the Orange County groundwater basin by treating groundwater from Well 9 for ultimate distribution to City customers for potable beneficial uses, with the City recovering the Project Cost by means of a partial exemption of that water from the payment of the BEA. OCWD and the City understand and agree that this Agreement does not and cannot become effective unless and until the City files a petition for a partial exemption from the BEA of the water produced from Well 9, and the Board of Directors of OCWD approves such a partial BEA exemption, in accordance with Section 38.1 of the OCWD Act. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, and subject to this Agreement taking effect in accordance with Section 5 below, OCWD and the City hereby agree as follows: SECTION 1. LIMITED TERM HYDROGEN SULFIDE REMOVAL PROJECT 1.1. The City shall design and construct the Project within the Project Cost. In the event that the cost of the design and construction of the Project exceeds the Project Cost, the City shall submit such revisions to the Project Cost for review and approval by OCWD. In the event that OCWD determines, in its reasonable discretion, to approve the revisions to the Project Cost, those additional costs will be eligible to be credited against BEA payments otherwise owed by the City for production of groundwater from Well 9 above the BPP, in accordance with Paragraph 2.5 below. In the event that either the City does not submit any revisions to the Project Cost for approval by OCWD, or OCWD determines in its reasonable discretion not to approve those revisions to the Project Cost, such revisions to the Project Cost shall not serve as credits against BEA payments otherwise owed by the City for the production of groundwater from Well 9. . 1.2. The City shall serve as the lead agency for, and be responsible for all CEQA processing for,the Project. City of Huntington Beach Partial BEA Exemption Agreement -2 1.3. The City shall be responsible for all design, engineering, construction, and CEQA costs for the Project. 1.4. Once the Project has been constructed, the Project Costs (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above) have been reviewed to ensure they are consistent with this Agreement, and if the OCWD Board of Directors has approved a petition for partial, limited term BEA exemption pursuant to Section 38.1 of the OCWD Act (as outlined in Section 5), this Agreement will be implemented in the first fiscal year after the Project is complete, beginning July 1st of that year, and last for up to four fiscal years through June 30th of the last year (the "Project Term"). During the Project Term, the City may produce groundwater in an amount equal to the BPP for that given year, plus additional groundwater production from Well 9, provided that all of the groundwater production above the BPP during the Project Term shall be produced solely from Well 9 in order to receive partial exemption set forth in Paragraph 2.5 below. 1.5. In order to obtain the partial exemption set forth in Paragraph 2.5 below, the City shall produce groundwater from Well 9 that, after treatment, meets the adopted primary drinking water standards, and the City shall deliver the groundwater to its customers or to City facilities for potable beneficial uses. Further, the Product Water shall meet the State Water Resources Control Board ("SWRCB") and the Division of Drinking Water ("DDW") Secondary Drinking Water Standards with a Secondary Maximum Contaminant Level for odor set at 3 Threshold Odor Number (TON) in drinking water. The Product Water from Well 9 shall also meet any other requirements from the SWRCB for treatment of this Product Water. 1.6. The City shall be responsible for all costs incurred in the operation and maintenance of Well 9, other than the replacement of the GAC media as defined in Section D of the Recitals, for distribution of the Product Water to City customers or facilities for potable beneficial use, including but not limited to labor, materials and power. 1.7. The City shall take out and maintain in effect at all times during the term of this Agreement comprehensive general liability insurance in an amount not less than $2 million per occurrence, for bodily injury, death and property damage, naming OCWD as an additional insured under such policy. An endorsement evidencing this insurance coverage shall be furnished to OCWD prior to the City filing with OCWD a petition pursuant to Section 38.1 of the OCWD Act (as outlined in Section 5). If the City is, or becomes, partially or fully self- insured for its public liabilities, a letter executed by the City's Mayor or City Manager stating the City's self-insured status and acknowledging its responsibility to respond to the indemnification of OCWD as provided in Paragraph 5.5 below, may be furnished in lieu of the insurance endorsement. The City shall provide written notice to OCWD of any change in the City's insured or self-insured status during the Project Term within 30 days of the effective date of such change. SECTION 2. PROJECT TERM BASIN EOUITY ASSESSMENT AND $.EPLENISHMENT ASSESSMENT PAYMENTS 2.1. The City shall file water production statements and a basin equity assessment 'statement in strict compliance with Sections 29(a) and 31.5(j) of the OCWD Act, respectively, City of Huntington Beach Partial BEA Exemption Agreement _3 for all groundwater produced by the City during the Project Term, including all groundwater produced from Well 9 and distributed as Product Water. 2.2. On or before the 15th day of each month, during the Project Term, the City shall file with OCWD a monthly report reflecting the quantity of groundwater produced by Well 9 through the end of the preceding calendar month during the Project Term (a "Monthly Project Production Report"). 2.3. Concurrently with the filing of the City's basin equity assessment report pursuant to Section 31.5(j) of the OCWD Act, the City shall file with OCWD a statement, verified by a written declaration under penalty of perjury, setting forth the total amount of groundwater produced from Well 9 during the Project Term and distributed as Product Water (the "Project Production Statement"). 2.4. The City shall pay the replenishment assessment and additional replenishment assessment levied and imposed pursuant to Sections 27 and 27.1 of the OCWD Act on all groundwater produced by the City during the Project Term, including all groundwater produced from Well 9, in accordance with Section 29(a) of the OCWD Act. 2.5. To the extent that the City's production of groundwater during the Project Term does not exceed an amount equal to the BPP plus additional groundwater produced from Well 9, and all of the groundwater produced during the Project Term in excess of the BPP was produced from Well 9, the City shall be exempt during the Project Term from paying a portion of the basin equity assessment or any surcharge on such groundwater production above the BPP from Well 9 during the Project Term to allow the City to recoup the Project Cost (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above), as described in the Attached Exhibit A attached hereto and by this reference incorporated herein. Notwithstanding the foregoing, the City shall pay the applicable basin equity assessment and any surcharge for the following: 2.5.1. The City shall pay the applicable basin equity assessment and surcharge on all groundwater produced by the City during the Project Term that exceeds an amount equal to the BPP plus additional groundwater produced from Well 9; and 2.5.2. The City shall pay the applicable basin equity assessment and surcharge on all groundwater produced by the City during the Project Term in excess of the BPP, if such groundwater in excess of the BPP is produced from any water production facility other than Well 9. 2.6. The City acknowledges that the groundwater produced from Well 9, and the Product Water distributed and sold by the City, shall be classified as "groundwater," and shall not be classified as "supplemental sources" as such term is defined in Section 31.5 of the OCWD Act, for the purpose of calculating the amount of groundwater produced by the City relative to the BPP. City of Huntington Beach Partial BEA Exemption Agreement _4 SECTION 3. CITY GROUNDWATER PRODUCTION DURING THE PROJECT REMAINDER TERM 3.1. Following completion of the Project Term, and for ten consecutive years thereafter, (such ten-year period is hereinafter referred to as the "Project Remainder Term"), the City shall make its best efforts to continue to operate Well 9 throughout the Project Remainder Term. 3.2. Beginning the first fiscal year of the Project Remainder Term, and each fiscal year thereafter during the Project Remainder Term, the City shall pay the then-applicable replenishment assessment, additional replenishment assessment and, if applicable, the basin equity assessment and surcharge, on all groundwater produced by the City during that fiscal year, including all groundwater produced form Well 9, in strict compliance with Sections 29 and 31.5 of the OCWD Act. 3.3. Notwithstanding Paragraphs 3.1 and 3.2 above, in the event that the City was unable to produce sufficient groundwater from Well 9 during the Project Term to allow the City to achieve a total groundwater production equal to the BPP plus the additional groundwater produced from Well 9 so as to recover the Project Cost (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above), the City and OCWD shall meet and confer to implement the program described in Exhibit A to allow the City to increase production from Well 9 for an additional time period that will not be subject to payment of the BEA, to allow the City to achieve the total amount of Well 9 groundwater production that had been intended for the Project Term and thereby recover the entirety of the Project Cost and any revisions approved by OCWD pursuant to Paragraph 1.1 above (the "Make-Up Production"). In the event that the City undertakes Make-Up Production: 3.3.1. The City shall receive a partial basin equity assessment exemption on the Make-Up Production in accordance with Exhibit A. 3.3.2. The City shall file Monthly Project Production Reports (as described in Paragraph 2.2) for the Make-Up Production during each calendar month during the Make-Up Production time. 3.3.3. In addition to all groundwater production reports and statements required under the OCWD Act, the City shall file a Project Production Statement (as described in Paragraph 2.3) for the Make-Up Production concurrently with the filing of the City's basin equity assessment report pursuant to Section 31.5(j) of the OCWD Act. SECTION 4. MISCELLANEOUS 4.1. Effective Date; Term. This Agreement shall become effective upon the Board of Directors of OCWD approving a partial exemption of the BEA for the water produced from Well 9, and shall continue for a term of twenty years, until June 30,2037. City of Huntington Beach Partial BEA Exemption Agreement -5 4.2. Notices. Any notice, instrument, payment or document required to be given or delivered under this Agreement shall be given or delivered by personal delivery or by depositing the same in a United States Mail depository, first class postage prepaid, and addressed as follows: If to OCWD: Orange County Water District PO Box 8300 18700 Ward Street Fountain Valley, CA 92708 Attn: General Manager If to City: City of Huntington Beach PO Box 190 2000 Main Street Huntington Beach, CA 92648 Attn: City Manager or such other address as either party may direct in writing to the other. Service of any instrument or document given by mail shall be deemed complete upon receipt if delivered personally, or 48 hours after deposit of such instrument or document in a United States mail depository, first class postage prepaid, and addressed as set forth above. 4.3. Compliance with Laws. The City shall keep itself informed of all existing and future state and federal laws and all county, municipal ordinances and regulations, which in any manner effect its performance of this Agreement. The City shall at all times observe and comply with all such laws, ordinances and regulations. 4.4. Records and Review. The City shall keep and maintain all records, accounts and reports relating to this Agreement and its performance hereunder for a period of three years following the expiration of this Agreement. OCWD shall have access to such records at any time during normal business hours upon 48 hours notice to the City. At its cost, OCWD shall have the right to audit the books, records and accounts of the City relating to its performance of this Agreement no more than once annually, and the City shall provide reasonable cooperation to OCWD in this regard. 4.5. Indemnification. The City shall defend, indemnify and hold OCWD, its officers, directors, employees and representatives, harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to person or property, losses, penalties, obligations, expenses or liabilities (collectively, "Costs") that may be asserted or claimed by any person or entity arising out of the performance or implementation of this Agreement by City or its officers, directors, employees or representatives, or the distribution or use of any water produced from Well 9. The City shall also defend, indemnify and hold OCWD, its officers, directors, employees and representatives harmless from and against any and all Costs that may be asserted or claimed by any person in any administrative or judicial challenge to the legality or validity of this Agreement or any exemption under Section 38.1 from payment of the BEA on any portion of the water produced from Well 9, or to any act or determination (including any finding under Section 38.1 of the OCWD Act or any finding, action or inaction under or required by the California Environmental Quality Act) leading up to or in connection with such a BEA City of Huntington Beach Partial BEA Exemption Agreement 6 exemption or this Agreement . 4.6. Successors and Assigns. All of the terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, OCWD, the City, and their respective successors and assigns. 4.7. 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 continual waiver or to waive any other breach under this Agreement. 4.8. No Representation or Warranty. OCWD and the City each acknowledges that neither party, nor any of its respective officers, employees, agents or representatives, has made any written or oral representation, promise or warranty, express or implied, regarding any matter that is the subject of this Agreement, other than as expressly set forth herein. 4.9. No Obligation to Third Parties. The approval, execution and performance of this Agreement shall not be deemed to confer any rights upon any person or entity other than OCWD and the City. There are no third party beneficiaries to this Agreement. 4.10. Nature of Relationship. This Agreement shall not create, and shall not be construed or deemed to create, any agency, partnership, joint venture, landlord-tenant or other relationship between OCWD and the City. 4.11. Integration, Construction and Amendment. This Agreement represents the entire understanding of OCWD and the City as to those matters contained herein. 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 construed as if drafted by both OCWD and the City. This Agreement may not be modified, altered or amended except in writing signed by authorized representatives of both OCWD and the City. SECTION 5. AGREEMENT NOT EFFECTIVE UNTIL PARTIAL BEA EXEMPTION GRANTED ON WELL 9 WATER PRODUCTION 5.1. This Agreement shall not take effect unless and until all of the following actions occur in accordance with Section 38.1 of the OCWD Act: 5.1.1. City shall have filed with OCWD a petition pursuant to Section 38.1 of the OCWD Act, for a partial exemption of the basin equity assessment levied under Section 31.5 of the OCWD Act, for all groundwater above the BPP produced from Well 9 during the period from July 1, 2017 through June 30,2021 (the "Project BEA Exemption"); and 5.1.2. The OCWD Board of Directors shall have received an investigation report on the petitioned Project BEA Exemption from OCWD's district geologist; and 5.1.3. The OCWD Board shall have conducted a public hearing on the petition for the Project BEA Exemption, made findings and determinations in accordance with Section 38.1(d)(2) of the OCWD Act, and granted the City's petition for the Project BEA Exemption. City of Huntington Beach Partial BEA Exemption Agreement -7 5.2. City understands and acknowledges that the OCWD Board of Directors retains full discretion within the parameters set forth in the OCWD Act to approve or not to approve the Project BEA Exemption. Nothing in this Agreement shall in any way commit the OCWD Board of Directors to approve the Project BEA Exemption, to take any other action with respect to the City's petition for the Project BEA Exemption, or to in any way limit or restrict the discretion of the Board of Directors of OCWD with respect to an exemption from the payment of the BEA on water produced from Well 9. IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above. APPROVED AS TO FORM: ORANGE COUNTY WATER DISTRICT RUTAN&TUCKER,LLP By: J rvtn Denis Bil r t. By: Joel D. erb g By: Geiser ounsel, OCWD chae . arkus, General Manager APPROVED AS T FORM: CI 0 a N BEA H By: By: ael E.Gates Mike Posey ity Attorney, City of Huntington Mayor Beach Attest: By: ' c41,64. Robin Estanislau City Clerk City of Huntington Beach Partial BEA Exemption Agreement _s Exhibit A City of Huntington Beach Partial BEA Exemption Agreement _9 DIRECTORS OFFICERS PHILIP L ANTHONY GA Co O. G President M IL IS BILDDEAU,P.E. DENIS L BILODEAL P.E. '*. 4 SHAWN DEWAME 0 CATHY GREEN 1.. ."` Pint Vice President DINA DOYEN 4 ,.5/ tri, ,c#r PHILIP L ANTHONY VICENTE SARMIENTO DEO Second Vice President STEPHEN IL SHELDON SINCE 1/33 SHAWN DEMME LAMES VANDERBILT BRUCE WHITAKER ORANGE COUNTY WATER DISTRICT General Manager ROGER C.YOL PE MICHAEL L MARKUS,PI—D.VIRE ORANGE COUNTY'S SPOUNOWATSP AUTHORITY February 16, 2018 Mr. Duncan Lee Principal Civil Engineer City of Huntington Beach Department of Public Works 2000 Main Street Huntington Beach, CA 92648 Limited Term Partial Basin Equity Assessment Exemption Agreement Enclosed is the referenced Agreement approved by the OCWD Board at its October 4, 2017 Board meeting. Upon execution by the City of Huntington Beach, please return a copy to my attention. Sincerely, ax.,....i... batice Durant trict Secretary Enclosure/stated PO Box 8300 18700 Ward Street (714)378-3200 Fountain Valley,CA 92728-8300 Fountain Valley,CA 92708 (714)378-3373 fax www.orwd.corn 1/� INGT UNT City of Huntington Beach �o�-�.•"�;n7��zEq67‘�� 2000 Main Street ♦ Huntington Beach, CA 26 8 unttngt� 4 9 ..�,,.•`_�� (714) 536-5227 • www.huntingtonbeachca.gov COON-N �P ,/ Office of the City Clerk %..ii�� 'Robin Estanislau,City Clerk April 5, 2018 Janice Durant Orange County Water District PO Box 8300 • Fountain Valley, CA 92708-8300 Dear Ms. Durant: Enclosed is a fully executed original of the "Limited Term Partial Basin Equity Assessment Exemption Agreement Between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)." Sincerely, 9A0/2t/Z41,144) Robin Estanislau, CMC , City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan • Waitakere, New Zealand L. 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'' 1,"",*-=.,..=.7,,,,,, ... :xii;;: ' ' ,,,,,,' iit..., a ,,rr ,r',',''''---1'4 .t.',,- '. r-; -- - -.--''- ' .'''''' 1 !t! r'4',.'•'i, t Iii=4.-'!a",L,..,,,,,.,4.4,,,,,,„avifti,,,,, , ' lI , kt•-•-.1'--; ,•1- k,-,Iii.c..)::-:---, •-.'-'• ' --, - '''-' '."'""-..-.-':";--LI t'•-1 b,,t-"••••••.:- ,.10.7i1I-:',"'rterf'••••4"..' .T.7-.`);,....•'•:"—- ' ...i ,,",•)›.. j t ° r LL r _ d ; , ` ,' i , I '1(‘— { hi a : w F 1 l L€: --,.. _ . ,..( tii, t • w a„ ir "' lit x c4 . 0 C O RECEIVEABY: CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office (Name) "` after signing/dating C/ (Date) CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: J-1125j167 SUBJECT: Bond Acceptance I have received the bonds for (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. �-� y >•5` r TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. Approved OL1/0 z/ (Council Approval Date) CC No. Agenda Item No. 3 MSC No. City Clerk Vault No. 6�1UU• ;�S Other No. SIRE System ID No. 30-7 V 2 g:/forms/bond transmittal to treasurer RECEIVED BY: CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office (Name) after signing/dating (Date) L,:O, �10 CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk r DATE: y/2-5OI cI SUBJECT: Bond Acceptance I have received the bonds for �Y)1/)`i�lmll'1�l�l ��L G�'1�1 r U (��� ln6 . (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. I Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. Approved OL-1 lU (Council Approval Date) CC No. Agenda Item No. g MSC No. City Clerk Vault No. 6000• P-S Other No. SIRE System ID No. 30-7(D g:/forms/bond transmittal to treasurer ATCITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION DATE: 4/4/2019 TO: THOSE LISTED HEREON FROM: Joseph Dale, PW Construction Manager SUBJECT: Retention Release Payment- PO#23224 OJ Supplier#36900 Co.#507 Well 9 Hydrogen Sulfide Odor Reduction/Removal, Project#CC 1392 Contractor's Name: Environmental Construction Inc. Address: 21550 Oxnard Street, Suite 1060 City, State and Zip Code: Woodland Hills, CA, 91367 Phone Number: (818)449-8920 City Business License Number: A273617 Notice of Completion (Date by City Clerk): 1/23/2019 The conformed copy of the Notice of Completion for the above contract has been filed. The thirty-five (35) day waiting period has elapsed or will elapse before payment is made. Processing of the retention payment is recommended so long as no stop notices or outstanding invoices are on file with the City. I certify that no stop notices are on file. ate � .,Tra& K. Hopkins, Director of Public Works I certify that there are no outstanding invoices on file. y- (� yln Date J yce Izacks, Dep ty ity Treasurer I certify that no stop notices are on file, and that a gua anty bond has been filed with the City Clerk's Office. Date R bin Eganisla IV ty Clerk Attachments 1. Certificate of Compliance with Prevailing Wage Laws 2. Contractor's Certificate 3. Certificate of Compliance with Title VII of the Civil Rights Act and Equal Employment Opportunity Act of 1972 4. Consent for Release letter from the Surety Company 5. Maintenance Bond 6. Notice of Completion City of Huntington Beach 2000 Main Street ♦ PO Box 190 ♦ CA 92648 Travis K. Hopkins, PE Department of Public Works Director (714) 536-5431 April 4, 2019 Maria L. Sanchez, Escrow Agent Grandpoint Bank 11661 San Vicente Blvd. Los Angeles, CA 90049 Subject: Retention Release from Escrow Account No. 122244566, for Environmental Construction Inc., Project No. CC 1392, Well 9 Hydrogen Sulfide Odor Reduction / Removal Dear Maria L. Sanchez: The City of Huntington Beach hereby certifies that the contract is final and complete and the Contractor has complied with all of the requirements and procedures applicable to the contract. The Escrow Agent shall release to the Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Agent. The escrow shall be closed immediately upon disbursement of all monies, securities on deposit, and payment of fees and charges. Our record indicate that principal deposits to Escrow Account No. 122244566, for Environmental Construction Inc. total $120,629.45 to date. Sincerely, 1 Travis K Hopkins, PE �Djtector of Public Works cc: Joseph Dale, Construction Manager Farid Soroudi, Environmental Construction Inc. Certification of Compliance with Prevailing Wage Laws To: City of Huntington Beach Department of Public Works 2000 Main Street/P.O. Box 190 Huntington Beach, CA 92648 Re: Certification of Compliance with Prevailing Wage Laws Contract: CC-1392 Project: The Well 9 GAC Filtration System Hydrogen Sulfide Reduction Project The undersigned contractor on the above-referenced project ("Project") hereby certifies that all laborers, mechanics, apprentices, trainees, watchmen and guards employed by him or by any subcontractor performing work under the contract for the Project have been paid pursuant to the minimum wage and bona fide fringe benefit requirements specified for each particular classification of work, as set forth in the wage-rate determinations of the State of California, Department of Industrial Relations, and/or the United States Department of Labor. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 2nd day of April , 2019 , at Woodland Hills , California. (Co ctor Nam arid Soroudi/President Environmental Construction, Inc. APPROVED �TO FORM B Y• M�tvy ael E. Gates Attorney 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Calif nia ) County of 3 ) On %_.�1 2� before me, Date Here Insert Name and Titld'of the Officer personally appeared Nq)ej./_� S Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(Les),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. ALM sAFAEE1� WITNESS my hand and official seal. Notary Public-Cavornia Los Angeles County Commission#2187609 My CCmm Expires Mar 23.2021 Signature Sig t re of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signers) Other Thar! Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑Partner— ❑Limited ❑General ❑Partner— ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2015 National Notary Association•www.NationalNotary.org •1-800-US NOTARY(1-800-876-6827) Item#5907 Y CONTRACTOR'S CERTIFICATE I Farid Soroudi , state and certify that: (Name of Declarant) 1 Environmental Construction, Inc. is the general contractor to the City of Huntington Beach ("City") on Contract No. CC-1392 (the "Contract") for the construction of the public work of improvement entitled: The Well 9 GAC Filtration System Hydrogen Sulfide Reduction Project (the"Project"). 2. All work to be performed pursuant to the Contract has been completed in accordance with the Contract Documents (as such term is defined in the Contract). 3. Except for the claims listed below and the disputed claims listed in paragraph five (5), all persons supplying labor, services, materials and equipment to the Project, including all claims against the contractor arising from the performance of the Contract, have been paid and satisfied (list unpaid debts and claims; if none, write "NONE"): NONE 4, Attached hereto are the lien waivers required by the Contract Documents, which lien waivers have been executed by all persons who performed work on or supplied labor, services, materials, and/or equipment for use at the Project. 5. Set forth below is a list of disputed claims or claims that are the subject of a Notice to Withhold filed pursuant to the Civil Code of the State of California (list all disputed claims; if none, write "NONE"). NONE I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed at Woodland Hills, California on this 2nd day of April , 2019 (Signat Declarant) APPROVED AS ORM Michael-E. Gates City Attorney 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Califon is County of -, �� ) On�(Z— !)- — Ze �� before me, Date Here Insert Name and Title of icer personally appeared 12;;',o� �o�POv�� Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. certify under PENALTY OF PERJURY under the laws Ir of the State of California that the foregoing paragraph ALAN SAFAEI is true and correct. """�➢. NotaryPublic—California WITNESS my hand and official seal. Z Los Angeles County Commission#2187609 My Comm.Expires Afar 23.2021 Signature e�w- i a e of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les)Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑Partner— ❑Limited ❑General ❑Partner— ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2015 National Notary Association•www.NationaiNotary.org•1-8007US NOTARY(1-800-876-6827) Item#5907 Certification of Compliance with Title VII of the Civil Rights Act and Equal Employment Opportunity Act of 1972 To: City of Huntington Beach Department of Public Works 2000 Main Street/P.O. Box 190 Huntington Beach, CA 92648 Re: Certification of Compliance with Title VII of the Civil Rights Act and Equal Employment Opportunity Act of 1972 Contract: CC-1392 Project: The Well 9 GAC Filtration System Hydrogen Sulfide Reduction Project The undersigned contractor on the above-referenced project("Project") hereby certifies that it has complied with title VII of the Civil Rights Act, the Equal Opportunity Act of 1972 and Executive Order 11246, and has not discriminated against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, national origin, age or disability. The undersigned contractor also certifies that it has not maintained any segregated facilities at its establishments on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age or disability (with the exception of access for the disabled). I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 2nd day of April , 2019 , at Woodland Hills , California. (Co ctor Name) grid Soroudi /President Environmental Construction, Inc. APPROVED F By: Michael E. Gates City Attorney 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Calif nia ) County of On before me, i�. Date Here Insert Name and Title of tW6fficer personally appeared / Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les),and that by his/her/theirsignature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ALAN SAFAEI WITNESS my hand and official seal. Notary Pubic-California _ zt Los Angeles County D Z Commission#2187609 My Ccmm,Expires Mar 23,2021 Signature Signa of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Thar! Named Above: Capacity(les)Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer —Title(s): ❑Partner — ❑Limited ❑General ❑Partner— ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: El Other: Signer Is Representing: Signer Is Representing: ©2015 National Notary Association -www.NationaiNotary.org•1-8007US NOTARY(1-800-876-6827) Item#5907 CONSENT OF SURETY OWNER ❑ TO FINAL PAYMENT ARCHITECT ❑ ❑ A!A Document C707 CONTRACTORSURETY � (instructions on reverse side) Bond No.8245-15-81 OTHER ❑ TO OWNER: ARCHITECT'S PROJECT NO.: N/A (Name and address) City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 CONTRACT FOR: Project No. CC1392 PROJECT: CONTRACT DATED: 08/07/2017 (Name and address) Well 9 Hydrogen Sulfide Odor Reduction/Removal In accordance with the provisions of the Contract between the Owner and the Contractor as indicated above,the (1—n inure and address r f Sureq) Vigilant Insurance Company 15 Mountain View Road Warren, NJ 07059 SURETY, on bond of (Insert name and address of Contractor) Environmental Construction, Inc. 21550 Oxnard Street,#1060 Woodland Hills, CA 91367 CONTRACTOR, hereby approves of the final payment to the Contractor,and agrees that final payment to the Contractor shall not relieve the Surety of any of its obligations to (Inver(name and address of Owner) City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 OWNER, as set forth in said Surety's bond. IN WITNESS WHEREOF,the Surety has hereunto set its hand on this date: April 2, 2019 (Insert in writing the munch followed by the mtmerie date and year) Vigilant Insurance Compaq .urety cA/v�U (.ltgnatu a iZc represemmtve) Attest: Vanessa Copeland,Attorney-in-Fact (Seal) Natassia Smith, Bond Manager Asst. (printed name and title) AIA Form G707-1994 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 1189 �^Y,VV^`✓`V'^ryV�^hYN'„`yJV��WYV�^^�ViYY/`%,Y�'FW�Y� „V V^Y,�V^�Y^Y^Y,V^V,VV^V�V�Y�^V,VWV hW�nV,'AVn`✓`/h A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness,accuracy,or validity of that document. State of California ) County f O a1n(g�e ) On � Q_ 1— I before me, Natassia Kirk-Smith ,Notary Public, personally appeared Vanessa Copeland Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s-) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ics), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing .g., NATASSIA KIRK-SMITH paragraph is true and correct. Notary Public-California Orange County Commission x 2253818 - WITNESS my hand and offic eal. My Comm.Expires Aug 12,2022 Signaturb�_kt�m� Signature y Public Place Notary Seal Above OPTIONAL ----------- Though the information below is not required by law, it may prove valuable to persons relying on the document and could present fraudulent and reattachment of this form to another document. Description of Attached Document Type or Title of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Capacity(ies) Claimed by Signer(s) Signer's Name: Vanessa Copeland Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner: ❑Limited ❑ General ❑ Partner: ❑Limited ❑ General ® Attorney in Fact ❑ Attorney in Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: Rev. 1-15 CHUBB' Power of Attorney Federal Insurance Company I Vigilant Insurance Company ( Pacific Indemnity Company Know All by These Presents,That FEDERAL INSURANCE COMPANY,an Indiana corporation,VIGILANT INSURANCE COMPANY,a New York corporation,and PACIFIC INDEMNITY COMPANY,a Wisconsin corporation,do each hereby constitute and appoint Shawn Blume, Kevin Cathcart, Vanessa Copeland, Eric Lowey and Mark Richardson of Costa Mesa,California------------------------------------------------------------------------------------------------------------------------------------------- each as their true and lawful Attorney-in-Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise,bonds and undertakings and other writings obligatory in the nature thereof(other than bail bonds)given or executed in the course of business,and any instruments amending or altering the same,and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof,said FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 221 day of November,2017. Dawn%I.Chkxcis.Ascistan t lwcretary Stephen M.Haney.lice Prc-ident STATE OF NEW JERSEY County of Hunterdon On this 221 day of November,2017 before me,a Notary Public of New]ersey,personally came Dawn M.Chloros,tome known to be Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY,the companies which executed the foregoing Power of Attorney,and the said Dawn M. Chloros,being by me duly sworn,did depose and say that she is Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof,that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies;and that she signed said Power of Attorney as Assistant Secretary of said Companies by like authority;and that she is acquainted with Stephen M. Haney,and knows him to be Vice President of said Companies;and that the signature of Stephen M.Haney,subscribed to said Power of Attorney is in the genuine handwriting of Stephen M.Haney,and was thereto subscribed by authority of said Companies and in deponent's presence. Notarial Seal *of- KATHERINE J.ADELAAR N6TAgy r NOTARY PUBLIC OF NEW JERSEY �Os No.p3ml July P(IgtIC Commission EYpres July 16,2018 kwary Public ��'JER`'E-, CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY on August 30,2016: "RESOLVED,that the following authorizations relate to the execution,for and on behalf of the Company,of bonds,undertaldngs,recognizances,contracts and other written commitments of the Company entered into in the ordinary course ofbusiness(each a"Written Commitment"): (1) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise. (2) Each duly appointed attorney-in-fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise,to the extent that such action is authorized by the grant of powers provided for in such person's written appointment as such attorney-in-fact. (3) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to appoint in writing any person the attorney- in-fact of the Company with full power and authority to execute,for and on behalf of the Company,under the seal of the Company or otherwise,such Written Commitments of the Company as may be specified in such written appointment,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman,the President and the Vice Presidents of the Company Is hereby authorized,for and on behalf of the Company,to delegate in writing to any other officer ofthe Company the authority to execute,for and on behalf of the Company,under the Company's seal or otherwise,such Written Commitments of the Company as are specified in such written delegation,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution,and the seal of the Company,may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED,that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers,employees and other persons to act for and on behalf of the Company,and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested." I,Dawn M.Chloros,Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY(the"Companies")do hereby certify that (i) the foregoing Resolutions adopted by the Board of Directors of the Companies are true,correct and in full force and effect, (H) the Companies are duly licensed and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and are authorized by the U.S.Treasury Department;further,Federal and Vigilant are licensed in the U.S.Virgin Islands,and Federal is licensed in Guam,Puerto Rico, and each of the Provinces of Canada except Prince Edward Island;and (ai) the foregoing Power of Attorney is true,correct and in full force and effect. Given under me hand and seals of said Companies at Whitehouse Station,NJ,this Ap ri 12, 2019 ''• [burn NL Ib[otns Assistant IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM,VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER PLEASE CONTACT US AT: Telephone(908)903-3493 Fax(908)903-3656 a-mail:surety@chubb.com Form 15-10-0225B-U GEN CONSENT(rev.12-16) Bond No.8245-15-81 MAINTENANCE BOND KNOW ALL PERSONS BY THESE PRESENTS: That Environmental Construction, Inc. (contractor's name) 21500 Oxnard Street #1060, Woodland Hills, CA 91367 (contractor's street address,city and state and zip code) as Principal (hereinafter called Contractor),and: Vigilant Insurance Company (surety's name) 15 Mountain View Road,Warren, NJ 07059 (surety's street address, city and state and zip code) a corporation organized and existing under the laws of the State of New York with its principal office in the City of Warren, NJ as Surety(hereinafter called Surety), are held firmly bound unto CITY OF HUNTINGTON BEACH as Obligee (hereinafter called Owner), in the amount of Two Million Four Hundred Sixteen* Dollars ($2,416,839.00 ), equivalent to the entire contract amount including all orders, for the payment whereof Contractor and Surety bind themselves, their heirs, executors,administrators,successors,and assigns,jointly and severally,firmly by these presents, thousand Eight hundred Thirty Nine&00/100 WHEREAS, Surety is a duly admitted surety insurer under the laws of the State of California; and Surety is certified and listed in the U.S. Department of the Treasury Circular 570, and able to provide proof of bonding limitation shown in said circular is sufficient to provide bonds in the amount required by said Contract;and Surety has provided financial strength ratings from reputable companies, such as from A.M. Best, Moody's, Standard & Poor's,to validate that Surety has positive ratings of being secure or stable;and Surety is registered and listed with the California Department of Insurance;and Contractor has by written agreement dated Aug. 7th 2017,entered into a contract with Owner for the The Well 9 GAC Filtration System Hydrogen Sulfide Reduction Project, CC-1392 in accordance with drawings and specifications prepared by the City of Huntington Beach which contract is by reference made a part hereof(hereinafter referred to as the Contract);and The Contract provides that the principal will guarantee, for a period of one year, the work performed as part of the Contract from and against all defects in materials and workmanship;and The Contract also provides that the Contractor shall secure Contractor's obligations during the one-year period with a bond executed by a surety duly admitted in the state of California; and The Contract has been completed,and the Owner, Contractor and Surety agree that the commencement date for this Guarantee and Bond shall be January 23 2019, NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if Contractor shall, for a period of one year from and after the date of completion and acceptance of the Contract by Owner, repair and/or replace any and all defects arising in the Work, whether resulting from defective materials or defective workmanship, then this obligation shall be null and void;otherwise it will remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time made by the Owner. Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Surety shall, within thirty (30) days following Owner's written notice of default, either: (a) remedy the default, or (b) shall promptly complete the Contract in accordance with its terms and conditions. Surety shall save the Owner harmless from any claims,judgments, liens or losses arising from the Suretys failure to either remedy the default or to complete the Contract in accordance with its terms and conditions in a timely manner. 15-4584/118138 1 Whenever the Principal shall be, and declared by the Owner to be in default under the Contract,which shall include without limitation, any breach or default of the Contract, then, after written notice from the Owner to the Surety, as provided for below,the Surety shall either: (a)remedy the default or breach by the Principal;or(b)shall promptly and faithfully take charge of the Work and complete the Work in accordance with the requirements of the Contract with a contractor other than the Principal,at its own expense, and make available as work progresses sufficient funds to pay the cost of completion less the unpaid balance of the Contract including other costs and damages for which the surety may be liable hereunder, provided,however, that the procedure by which the Surety undertakes to discharge its obligations under this Bond shall be subject to the advance written approval of the Owner. Within thirty (30) days after Surety's receipt of a written notice from Owner of the failure of performance of the Contract by the Principal, it shall be the duty of the Surety to give to the Owner a notice, in writing, of the Surety's election to(a)remedy the default(s)of the Principal promptly,or(b)arrange for performance of the Contract promptly by a contractor other than the Principal, time being of essence to this Bond. In said Notice of Election, the Surety shall state the date of commencement of its cure or remedy of the Principal's default(s) or its performance of the Contract. The Surety's obligations for cure or remedy, include but are not limited to: correction of defective work and completion of the Contract, additional legal, design professional and delay costs arising from Surety's actions or failure to act; and liquidated damages (or if no liquidated damages are specified in the Contract, actual damages caused by delayed performance or non-performance by the Principal). The Surety shall give prompt written notice to the Owner upon completion of the cure or remedy of the Principal's default(s)of its performance of the Contract. If the Surety does issue its Notice of Election and does not proceed to cure or remedy the Principal's default(s) of its performance of the Work within thirty(30)days after receipt of a written notice from Owner, Surety shall be deemed to be in default on this bond,and the Owner shall be entitled to enforce any remedy available to Owner. No right of action shall accrue on this bond to or for the use of any person or corporation other than the owner named herein or the successors of Owner. Signed and sealed this 2nd day of April 2019 Principal Raised Corporate Seal Environmental Construction, Inc. [MUST BE AFFIXED] (Contractor Name ZBy: (Seal) ( f Principal Raised Corporate Seal [MUST BE AFFIXED] �) , c/1 Cxu (Title) Vigilant Insurance Company rety Name) By: (Seal) VanessalCopeland,Attorney-in-Fact APPROVED AS RM: B NOTES: Ichael E. Ga es, City Attorney 1. Acknowledgments must be completed and returned +b4I as part of the bond. 2. Raised Corporate Seals are mandatory. 3. Please attach Power of Attorney. 15-4584/118138 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE g 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of /� l ' ��1 On (/_.,7_ .: c before me, /7/ ,� / �i ti / ��2 pia. Date ( Here Insert Name and Title of`the Officer personally appeared / J —�4/i�C�l 1_ Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/theirsignature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph ALAN SAFAEI is true and correct. Notary PubliC—California z - � Los Angeles County = WITNESS my hand and official seal. Commission#2187609 My Comm,Expires Mar 23.2021 Signature Signat e,of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Thar! Named Above: Capacity(les)Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑Partner — ❑Limited ❑General ❑Partner— ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2015 National Notary Association•www.NationalNotary.org -1-800-US NOTARY(1-800-876-6827) item#5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 1189 ��......r.-;:-,n_...r..-:.,.r....r.: .......-..-..-..r..,r.•;:.,r..-.,r.,-:.,,r.:^.rr._'.✓,:�.r.__.^,...r..r.�...t✓� y. ..•.._^.r:-.,r...._^. :,r.:^_,, .._:.:f,'.-'.,,r:':`.•-,•-•r:'`ir`•^✓�':•:r�r,:..f,_!: A notary public or other officer completing this certificate verifies only the identity of the uidividual who signed the document to which this certificate is attached and not the truthfulness, accuracy,or validity of that document. State of California ) County of A�Q O On before me, Natassia Kirk-Smith Notary Public, personally appeared Vanessa Copeland Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(g) whose name(s) is/are subscribed to the within instrument and acknowledged to me that hre/she/thty executed the same in his/lier/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s,), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing NATASSIA KIRK-SMITH �. Public California paragraph is true and correct. Notary Orange County Commission#2253818 r , My Comm.Expires Aug 12,2ozz WITNESS my hand and officia s 1.< Signature. Signature o Public Place Notary Seal Above -------------------------------------- --------------------- OPTIONAL ---------------------------------------------------------- Though the information below is not required by law,it may prove valuable to persons relying on the document and could present fraudulent and reattachment of this form to another document. Description of Attached Document Type or Title of Document: Document Date: Nu nber of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Capacity(ies) Claimed by Signer(s) Signer's Name: Vanessa Copeland Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner: ❑Limited ❑ General ❑ Partner: ❑Limited ❑ General ❑K Attorney in Fact ❑ Attorney in Fact ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: ...r..._^.�--.r....:...r;`.r..-_..✓'._�..r:^::-,�.^.r..�.-✓`..•:.rr_�-✓�_^s-...:.^✓`._�.r._?..-,r+::r..^_^✓..�.r..^.:7,r, ^.}`..r.r:.._i�,_.'.r.'=�-::•fi.�".-:-:+`.':F.n.:....ti�:rr...;r n,r_ n._.:..�,'. Rev. 1-15 - HUESE3 Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Know All by These Presents,That FEDERAL INSURANCE COMPANY,an Indiana corporation,VIGILANT INSURANCE COMPANY,a New York corporation,and PACIFIC INDEMNITY COMPANY,a Wisconsin corporation,do each hereby constitute and appoint Shawn Blume, Kevin Cathcart, Vanessa Copeland, Eric Lowey and Mark Richardson of Costa Mesa,California------------------------------------------------------------------------------------------------------------------------------------------- each as their true and lawful Attorney-in-Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise,bonds and undertakings and other writings obligatory in the nature thereof(other than bail bonds)given or executed in the course of business,and any instruments amending or altering the same,and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof,said FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 2211 day of November,2017. Davin M.Chloros,Assistant Secretary Stephen M.Haney.Vice President *iQ)l .`` r 00(a STATE OF NEW JERSEY County of Hunterdon ss. On this 2211 day of November,2017 before me,a Notary Public of New Jersey,personally came Dawn M.Chloros,to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY,the companies which executed the foregoing Power of Attorney,and the said Dawn M. Chloros,being by me duly sworn,did depose and say that she is Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof,that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies;and that she signed said Power of Attorney as Assistant Secretary of said Companies by like authority;and that she is acquainted With Stephen M. Haney,and knows him to be Vice President of said Companies;and that the signature of Stephen M.Haney,subscribed to said Power of Attorney is in the genuine handwriting of Stephen M.Haney,and was thereto subscribed by authority of said Companies and in deponent's presence. Notarial Seal to KATHERINE J.AOEIAAR OTA(tyr NOTARY PUBLIC OF NEW JERSEY �.� No.2316085 �PtIBLIC CommI5610n E7p1[es July 16,2Q79 Noiary Pubk JERg� CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY on August 30,2016: "RESOLVED,that the following authorizations relate to the execution,for and on behalf of the Company,of bonds,undertakings,recognizances,contracts and other written commitments of the Company entered into in the ordinary course of business(each a"Written Commitment"): (1) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise. (2) Each duly appointed attorney-in-fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise,to the extent that such action is authorized by the grant of powers provided for in such person's written appointment as such attorney-in-fact. (3) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to appoint in writing any person the attorney- in-fact of the Company with full power and authority to execute,for and on behalf of the Company,under the seal of the Company or otherwise,such Written Commitments of the Company as may be specified in such written appointment,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to delegate in writing to any other officer of the Company the authority to execute,for and on behalf of the Company,under the Company's seal or otherwise,such Written Commitments of the Company as are specified in such written delegation,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution,and the seal of the Company,may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED,that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers,employees and other persons to act for and on behalf of the Company,and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested" 1,Dawn M.Chloros,Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY(the"Companies")do hereby certify that (i) the foregoing Resolutions adopted by the Board of Directors of the Companies are true,correct and in full force and effect, (u) the Companies are duly licensed and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and are authorized by the U.S.Treasury Department;further,Federal and Vigilant are licensed in the U.S.Virgin Islands,and Federal is licensed in Guam,Puerto Rico, and each of the Provinces of Canada except Prince Edward Island;and (iii) the foregoing Power of Attorney is true,correct and in full force and effect. Given under my hand and seals of said Companies at Whitehouse Station,NJ,this April 2, 2019 F Davin hi.Chloros.Assistant Secretar§ IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM,VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER,PLEASE CONTACT US AT: Telephone(908)903-3493 Fax(908)903-3656 e-mail:sure @chubb-com Form 15-10-0225B-U GEN CONSENT(rev.12-16) - - Document-6616309-Page-1 Page 1 of 1 Recorded in Official lRecords, IOrange ]lCornty F Hugh Nguyen, I� 11l �Il�l�lli II�II�II II�ill N_1 FEE i 111 �Illll ill Il�il�111 f PLEASE COMPLETE THIS INFORMATION * $ R 0 0 1 0 5 9 8 7 7 5 E 2019000022279 2:06,pm 01123119 � REe_VRDING REQUESTED BY: 90 SC5 N12 1 0.00 0.00 0.00 0.00 0.00 0.00 0.000.000.00 t i Wt,'_N RECORDED MAIL TO: CIF.'OF HUNTINGTON BEACH ! i PUBLIC WORKS DEPAKWENT f Attn:Environmental Constriction Inc. tI P.O.Bo*4 190-2000 Main Street I 1 Huntington Beach,CA 92648 1 THIS SPACE FOR REC"aRDER'S USE ONLY I T!'E OF DOCUMENT i t NOTICE OF COMPLETION 1' } lNOTICE IS HEF.EBY GIVEN by the City of Huntington Beach,owner in fee,2000 Main Street,Huntingtcr,Beach,CA 9264B, .at f the mn+sact heretofore awarded to Environmental Construction inc.,who was the company thereon for doing the icAowing wort:^.r 1 wlt: ! Weil 9 Hydrogen SuMiide Odor Reduction'Removal,Project#CC 1392 r {� Th t said work was completed 01114/2019 by said comp3ry according to plans and specifica`'ons and to,:to satisfactior.of E'•f 'iiy i Engineer of the City of Huntington Beach and that said wnrk was accepted by the Di meor of°iibiic Woft on 01)t4L2019,pe i y { Coupcll Resolution No.2003-70 adcpted Ocicber 6,2003. I ' iTh:t upon said contrac!(Bond Comoany N.me Here),was surety for the bond given by the said company as required by law. i f Thi. document Is solely for the official business of the City of Huntington Beach,as contempt led under G'overnrnsnt Code Sc:?ion 1 27`33 and should be recorded free of charp,e. i 1 1 � Ve,'.r P r�l� or City Engineer Datd r C1;y of Huntington Beac),Califomic j i l ST:`.TE OF CALIFORNIA) C^;,lty of Orange )ss: Cif Huntington Beach ) { I,t` undersigned,sty:i am an."gant of thc.City of Huntington Beach,owner in fee,in the fc,, going NC i;CE OF COMPLET'"iV. I read said NOTICE`^F C'DIAPLE710N and:,.now the t.ontens therEcf;fie same Is tn:s n`my imowleige. } i a _ I di;tare undar pena;,y cf perjury That t1e oug is true rnc,correct,and tnat said VOTICE OF COA1 'E ICN was duly e: re_1arly ordered to b i recorded in'he Of,ica.:,,ho Court,Recorder of Orange C<;nty. 1 _ _ y is docamsr.+is ss' ;he oftich i. wine z c* /. t"'e City of Hunfirgfc7 59och,a—, , !—�_�i1�c under Govemirgnt":.:ode section 2t383 and � r��•r cf F� /off:or try Fn weer late i silou!d he recorded free E City of Huntington Beaca,California l _ r THIS PAGE IS ADDED.7 FRCVIDE ADEQUATE SPACE FOR RECORDING INFORMATION f (Additional recording fee aprlfes)' e( j i J ' 9 13R VLF 7-0 \� City of Huntington Beach File #: 18-445 MEETING DATE: 11/5/2018 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Travis K. Hopkins, PE, Director of Public Works Subject: Approve and authorize execution of Amendment No. 1 to the Limited Term Partial Basin Equity Assessment Exemption Agreement between Orange County Water District (OCWD) and City of Huntington Beach (Financial Aid for the Well No. 9 Treatment Project CC-1392) Statement of Issue: On October 4, 2017, the OCWD Board approved an agreement to allow the City to obtain full cost recovery for the City's Well No. 9 Treatment Project. This Amendment #1 is an administrative update by OCWD to add an additional $720,000 to the original agreement to account for the increased project costs and add a payment method for financial aid during the City's participation in the OCWD's "Coastal Pumping Transfer Program" (CPTP). Financial Impact: The City will realize either savings to the Water Fund 506 for purchase of water at a reduced rate or will receive a check at the end of each FY. These savings are dependent on the amount of water extracted from Well No. 9 after treatment facilities are in operation, estimated to be $1,000,000 annually. The financial aid program will discontinue once the full amount of financial aid is achieved. Recommended Action: Approve and authorize the Mayor and City Clerk to execute "Amendment No. 1 to Limited Term Partial Basin Equity Assessment Exemption Agreement Between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)." Alternative Action(s): Do not approve the Agreement and instruct staff on how to proceed. Analysis: Historically, the City significantly reduced the water production of Well No. 9 due to high hydrogen sulfide concentrations in the well water. Staff successfully piloted a Biological Activated Carbon (BAC) treatment system that reduced the hydrogen sulfide concentrations in the water to a level that it could be used. Since this project treats water from the groundwater basin that OCWD manages, a City of Huntington Beach Page 1 of 3 Printed on 10/31/2018 463 powered by Lecistar" File #: 18-445 MEETING DATE: 11/5/2018 request was made to OCWD to fund 100 percent of the project. On October 4, 2017, OCWD approved the financial aid agreement to help the City recover 100 percent of actual project costs. Well No. 9 has a relatively deep screened interval (556-996 feet below ground surface) and draws all of its water from the main aquifer (lowermost principal aquifer). In this part of the groundwater basin the main aquifer has reduced chemical conditions (low oxygen) that are conducive to the formation of hydrogen sulfide. The following benefits of the Well No. 9 Treatment Project are OCWD justifications for financial aid: 1 . The City can continue operating an existing asset at its maximum output. 2. Pumping Well No. 9 reduces the potential for groundwater containing hydrogen sulfide to impact nearby Huntington Beach Well No. 5, which gets a blend of groundwater from the main aquifer and shallower aquifers. 3. Groundwater containing hydrogen sulfide is being removed. 4. Well No. 9 is deep enough that pumping does not affect the seawater intrusion. 5. There are no impacts to the Basin Pumping Percentage (BPP), OCWD's finances or groundwater accumulated overdraft in this region. Increase to Project Costs This Amendment #1 to the original OCWD financial aid agreement adds $720,000 for additional costs which include; • The construction bid was approximately $400,000 higher than previously estimated in 2016 • The City was not able to use internal staff to provide inspection services during construction which increased costs by $150,000 • Other additional miscellaneous costs related to the complexity of the project added about $170,000 This increases the total project capital cost/reimbursement from $2.80M to $3.52M. This agenda item does not require Public Works Commission Action. Environmental Status: Not applicable. Strategic Plan Goal: Enhance and maintain infrastructure Attachment(s): 1. Two (2) original sets of OCWD amendment, "Amendment #1 to Limited Term Partial Basin City of Huntington Beach Page 2 of 3 Printed on 10/31/2018 464 powered by LegistarT11 File #: 18-445 MEETING DATE: 11/5/2018 Equity Assessment Exemption Agreement Between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)" City of Huntington Beach Page 3 of 3 Printed on 10/31/2018 465 powered by LegistarTl AMENDMENT#1 TO LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT BETWEEN ORANGE COUNTY WATER DISTRICT AND CITY OF HUNTINGTON BEACH (Huntington Beach Well No.9) This AMENDMENT #1 TO THE LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT(the"Amendment#1") is entered as of De-ember November 5 , 2018 by and between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1933,as amended("OCWD"),and the CITY OF HUNTINGTON BEACH,a municipal corporation organized and existing under the laws of the State of California("City"). RECITALS A. OCWD and City entered into the LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT("Agreement")as of October 4,2017. B. OCWD and City desire to amend the Agreement to address the City's participation in the"Coastal Pumping Transfer Program"("CPTP")administered by OCWD. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein,OCWD and the City hereby agree as follows: Section 1: Section 2.7 is added to the Agreement to read as follows: 2.7 During fiscal years when OCWD has implemented the CPTP, OCWD will not be able to reduce the Basin Equity Assessment pursuant to Section 38.1 of the District Act as contemplated in Section 1.4 of Agreement without adversely affecting performance under and the goals of the CPTP. During such years, OCWD shall directly pay to the City an equivalent amount of money as calculated and called for in the Agreement per Exhibit A. OCWD shall make such payments to the City by October 301' following the end of each applicable fiscal year. Section 2: Notwithstanding Exhibit A to the Agreement,the estimated capital cost for the Project is hereby increased from$2.8 million to$3.52 million. Section 3: Except as set forth herein, each and all of the terms, covenants and conditions in the Agreement shall remain in full force and effect. IN WITNESS WHEREOF the parties have executed this Amendment#1 as of the date first written above. APPROVED AS TO FORM: ORANGE COUNTY WATER DISTRICT RUTAN&TUCKER,LLP By: 9','" ('�A�'— De Bilo t By.c'411fill-I ., _ By: Joel . uperb g' Mi ae azkus,General Manager Gen�,al Counsel,OCWD r APPROVED AS TO FO CI O I 'T BEACH By: -- _ Mayor, Mike Pose 74City omy,City of Huntington (—j Be h Atte t: By:- - ��--� SST- City Cl rk, or bin Es islau DIRECTORS OFFICERS DENIS R.BILODEAU,P.E. President SHAWN DEWANE • DENIS R.BILODEAU,P.E. CATHY GREEN DINA NGUYEN • First Vice President VICENTE SARMIENTO ICI VACANT STEPHEN R.SHELDON TRI TA Second Vice President JAMESVANDERBILT SINCE 1933 SHAWNDEWANE BRUCE WHITAKER General Manager ROGER C.YOH,P.E. ORANGE COUNTY WATER DISTRICT MICHAEL R.MARKUS,P.E.,D.WRE ORANGE COUNTY'S GROUNDWATER AUTHORITY December 4, 2018 Ms. Robin Estanislau City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Amendment No. 1 to Limited Term Partial Basin Equity Assessment Exemption Agreement Enclosed is a fully executed original of the referenced document. Sincerely, ra'4'� anice Durant District Secretary Enclosure/stated Fountain Valley,CA 00 Fountain Valley,CA 92708 LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT BETWEEN ORANGE COUNTY WATER DISTRICT AND CITY OF HUNTINGTON BEACH (Huntington Beach Well No.9) This LIMITED TERM PARTIAL BASIN EQUITY ASSSESSMENT EXEMPTION AGREEMENT (the "Agreement") is entered as of October , 2017 by and between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1933, as amended ("OCWD"), and the CITY OF HUNTINGTON BEACH, a municipal corporation organized and existing under the laws of the State of California("City"). RECITALS A. Approximately two-thirds of all drinking water currently used within northern and central Orange County is provided from groundwater by OCWD. Inasmuch as Orange County is located in a semi-arid area, it is essential that all reasonable efforts be put forth to protect the quality of groundwater supplies and to provide for maximum utilization of that resource. B. The City operates a public water system for the purpose of delivering potable water to its customers, and obtains most of its water by pumping groundwater from wells for delivery to its customers. The City, as well as other groundwater producers within the boundaries of OCWD, has lost pumping capacity in some of its groundwater wells due to the presence of hydrogen sulfide. Huntington Beach Well No. 9 ("Well 9"), located at near the intersection of Warner Avenue and Magnolia Street in Huntington Beach, has the capacity to produce up to 4,800 acre feet per year of groundwater; however, the City limited production of groundwater from Well 9 in 2011 due to its high levels of hydrogen sulfide. There are no federal or state drinking water quality standards set for hydrogen sulfide in drinking water, however hydrogen sulfide can produce odors and can be corrosive to certain metals and can be unsuitable for domestic purposes. C. The City recently completed a full scale pilot study using Granular Activated Carbon (GAC) treatment process to reduce hydrogen sulfide in the water produced by Well 9. The pilot study demonstrated complete removal of the hydrogen sulfide in the well water. The j City proposes to design and construct a GAC treatment system to treat the all the flows from Well 9(such treated Well 9 groundwater is hereinafter referred to as"Product Water"). D. The City's preliminary cost estimate for this GAC treatment system Project is $2,800,000 (the "Project Cost"). The City also estimates a one-time replacement of the GAC media and filter tanks at a cost of$800,000 over the life of the Project. OCWD has determined j that the City's conduct of the Project will reduce the potential for groundwater containing hydrogen sulfide to impact nearby Huntington Beach Well No. 5. E. The Legislature of the State of California has vested in OCWD the statutory responsibility to manage, regulate, replenish and to protect the quality of the groundwater supplies within the boundaries of OCWD. i I City of Huntington Beach Phial BEA Exemption Agreement F. In April of each year, the Board of Directors of OCWD acts in accordance with Section 31.5 of the Orange County Water District Act ("OCWD Act") to find, determine and establish the basin production percentage(the"BPP"), and sets basin equity assessments (each, a "BEA") for each producer within OCWD for the period from July I" through June 30`' of the next succeeding year. G. Section 2.6.(1.) of the OCWD Act authorizes OCWD to enter into an agreement with the owner operating a groundwater production facility within OCWD's boundaries to increase the production of groundwater in lieu of water from an alternative non-tributary source for the purpose of removing contaminants or pollutants from the groundwater basin, and paying from OCWD funds that portion of the cost of groundwater production that will encourage the production for beneficial use of the polluted or contaminated groundwater that is impairing the quality of the water supplies within OCWD. H. OCWD and the City mutually desire to enter into this Agreement pursuant to Section 2.6.(1.) of the OCWD Act to set forth the specific terms and conditions under which the City will conduct the Project and remove hydrogen sulfide-impaired groundwater from the Orange County groundwater basin by treating groundwater from Well 9 for ultimate distribution to City customers for potable beneficial uses, with the City recovering the Project Cost by means of a partial exemption of that water from the payment of the BEA. OCWD and the City understand and agree that this Agreement does not and cannot become effective unless and until the City files a petition for a partial exemption from the BEA of the water produced from Well 9, and the Board of Directors of OCWD approves such a partial BEA exemption, in accordance with Section 38.1 of the OCWD Act. EXECUTORY AGREEMENTS i NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, and subject to this Agreement taking effect in accordance with Section 5 below,OCWD and the City hereby agree as follows: SECTION 1. LIMITED TERM HYDROGEN SULFIDE REMOVAL PROJECT i 1.1. The City shall design and construct the Project within the Project Cost. In the event that the cost of the design and construction of the Project exceeds the Project Cost,the City shall submit such revisions to the Project Cost for review and approval by OCWD. In the event that OCWD determines, in its reasonable discretion,to approve the revisions to the Project.Cost, j those additional costs will be eligible to be credited against BEA payments otherwise owed by the City for production of groundwater from Well 9 above the BPP, in accordance with Paragraph 2.5 below. In the event that either the City does not submit any revisions to the Project Cost for approval by OCWD, or OCWD determines in its reasonable discretion not to approve those revisions to the Project Cost, such revisions to the Project Cost shall not serve as credits against BEA payments otherwise owed by the City for the production of groundwater from Well 9. . 1.2. The City shall serve as the lead agency for, and be responsible for all CEQA j processing for,the Project. I City of Huntington Beach Partial BEA Exemption Agreement -2 1.3. The City shall be responsible for all design, engineering, construction, and CEQA costs for the Project. 1.4. Once the Project has been constructed, the Project Costs(and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above) have been reviewed to ensure they are consistent with this Agreement, and if the OCWD Board of Directors has approved a petition for partial, limited term BEA exemption pursuant to Section 38.1 of the OCWD Act(as outlined in Section 5), this Agreement will be implemented in the first fiscal year after the Project is complete, beginning July I" of that year, and last for up to four fiscal years through June 30"' of the last year (the "Project Term"). During the Project Term, the City may produce groundwater in an amount equal to the BPP for that given year, plus additional groundwater production from Well 9, provided that all of the groundwater production above the BPP during the Project Term shall be produced solely from Well 9 in order to receive partial exemption set forth in Paragraph 2.5 below. 1.5. In order to obtain the partial exemption set forth in Paragraph 2.5 below,the City shall produce groundwater fi•om Well 9 that, after treatment, meets the adopted primary drinking water standards, and the City shall deliver the groundwater to its customers or to City facilities for potable beneficial uses. Further, the Product Water shall meet the State Water Resources Control Board ("SWRCB") and the Division of Drinking Water ("DDW") Secondary Drinking Water Standards with a Secondary Maximum Contaminant Level for odor set at 3 Threshold Odor Number (TON) in drinking water. The Product Water from Well 9 shall also meet any other requirements from the SWRCB for treatment of this Product Water. 1.6. The City shall be responsible for all costs incurred in the operation and maintenance of Well 9, other than the replacement of the GAC media as defined in Section D of the Recitals, for distribution of the Product Water to City customers or facilities for potable beneficial use,including but not limited to labor,materials and power. 1.7. The City shall take out and maintain in effect at all times during the term of this Agreement comprehensive general liability insurance in an amount not less than $2 million per occurrence, for bodily injury, death and property damage, naming OCWD as an additional insured under such policy. An endorsement evidencing this insurance coverage shall be furnished to OCWD prior to the City filing with OCWD a petition pursuant to Section 38.1 of the OCWD Act (as outlined in Section 5). If the City is, or becomes, partially or fully self- insured for its public liabilities, a letter executed by the City's Mayor or City Manager stating the City's self-insured status and acknowledging its responsibility to respond to the indemnification of OCWD as provided in Paragraph 5.5 below, may be furiushed in lieu of the insurance endorsement. The City shall provide written notice to OCWD of any change in the City's insured or self-insured status during the Project Term within 30 days of the effective date of such change. SECTION 2. PROJECT TERM BASIN EQUITY ASSESSMENT AND REPLENISHMENT ASSESSMENT PAYMENTS 2.1. The City shall file water production statements and a basin equity assessment !. statement in strict compliance with Sections 29(a) and 31.50) of the OCWD Act, respectively, I I City of Huntington Beach Partial BEA Exemption Agreement _3 i i I for all groundwater produced by the City during the Project Term, including all groundwater produced from Well 9 and distributed as Product Water. 2.2. On or before the 15th day of each month, during the Project Term, the City shall file with OCWD a monthly report reflecting the quantity of groundwater produced by Well 9 through the end of the preceding calendar month during the Project Term (a "Monthly Project Production Report"). 2.3. Concurrently with the filing of the City's basin equity assessment report pursuant to Section 31.50) of the OCWD Act, the City shall file with OCWD a statement, verified by a written declaration under penalty of perjury, setting forth the total amount of groundwater produced from Well 9 during the Project Term and distributed as Product Water (the "Project Production Statement"). 2.4. The City shall pay the replenishment assessment and additional replenishment assessment levied and imposed pursuant to Sections 27 and 27.1 of the OCWD Act on all groundwater produced by the City during the Project Term, including all groundwater produced from Well 9,in accordance with Section 29(a)of the OCWD Act. 2.5. To the extent that the City's production of groundwater during the Project Term does not exceed an amount equal to the BPP plus additional groundwater produced from Well 9, and all of the groundwater produced during the Project Term in excess of the BPP was produced from Well 9,the City shall be exempt during the Project Term from paying a portion of the basin equity assessment or any surcharge on such groundwater production above the BPP from Well 9 during the Project Term to allow the City to recoup the Project Cost (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above), as described in the Attached Exhibit A attached hereto and by this reference incorporated herein. Notwithstanding the foregoing, the City shall pay the applicable basin equity assessment and any surcharge for the following: 2.5.1. The City shall pay the applicable basin equity assessment and surcharge on all groundwater produced by the City during the Project Term that exceeds an amount equal to the BPP plus additional groundwater produced from Well 9; and 2.5.2. The City shall pay the applicable basin equity assessment and surcharge on all groundwater produced by the City during the Project Term in excess of the BPP, if such groundwater in excess of the BPP is produced from any water production facility other than Well 9. 2.6. The City acknowledges that the groundwater produced from Well 9, and j the Product Water distributed and sold by the City, shall be classified as "groundwater," and shall not be classified as "supplemental sources" as such term is defined in Section 31.5 of the OCWD Act, for the purpose of calculating the amount of groundwater produced by the City relative to the BPP. City of Huntington Bench Parlial BEA Exemption Ag eonent _4 SECTION 3. CITY GROUNDWATER PRODUCTION DURING THE PROJECT REMAINDER TERM 3.1. Following completion of the Project Term, and for ten consecutive years thereafter, (such ten-year period is hereinafter referred to as the "Project Remainder Term"), the City shall make its best efforts to continue to operate Well 9 throughout the Project Remainder Tenn. 3.2. Beginning the first fiscal year of the Project Remainder Tenn, and each fiscal year thereafter during the Project Remainder Term, the City shall pay the then-applicable replenishment assessment, additional replenishment assessment and, if applicable, the basin equity assessment and surcharge, on all groundwater produced by the City during that fiscal year, including all groundwater produced form Well 9, in strict compliance with Sections 29 and 31.5 of the OCWD Act. 3.3. Notwithstanding Paragraphs 3.1 and 3.2 above, in the event that the City was unable to produce sufficient groundwater from Well 9 during the Project Term to allow the City to achieve a total groundwater production equal to the BPP plus the additional groundwater produced from Well 9 so as to recover the Project Cost (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above), the City and OCWD shall meet and confer to implement the program described in Exhibit A to allow the City to increase production from Well 9 for an additional time period that will not be subject to payment of the BEA, to allow the City to achieve the total amount of Well 9 groundwater production that had been intended for the Project Term and thereby recover the entirety of the Project Cost and any revisions approved by OCWD pursuant to Paragraph 1.1 above (the"Make-Up Production"). In the event that the City undertakes Make-Up Production: 3.3.1. The City shall receive a partial basin equity assessment exemption on the Make-Up Production in accordance with Exhibit A. 3.3.2. The City shall file Monthly Project Production Reports (as described in Paragraph 2.2) for the Make-Up Production during each calendar month during the Make-Up Production time. 3.3.3. hi addition to all groundwater production reports and statements required under the OCWD Act, the City shall file a Project Production Statement (as described in Paragraph 2.3) for the Make-Up Production concurrently with the filing of the City's basin equity assessment report pursuant to Section 31.50) of the OCWD Act. SECTION 4. MISCELLANEOUS 4.1. Effective Data;Term.This Agreement shall become effective upon the Bo ard of Directors of OCWD approving a partial exemption of the BEA for the water produced from Well 9,and shall continue for a term of twenty years,until June 30,2037. city or Huntington Beach Partid BEA Exemption Agreement -5 , i 4.2. Notices. Any notice, instrument, payment or document required to be given or delivered under this Agreement shall be given or delivered by personal delivery or by depositing the same in a United States Mail depository, first class postage prepaid, and addressed as follows: If to OCWD: Orange County Water District PO Box 8300 18700 Ward Street Fountain Valley,CA 92708 Attn: General Manager If to Ci : City of Huntington Beach PO Box 190 2000 Main Street Huntington Beach,CA 92648 Attn: City Manager or such other address as either party may direct in writing to the other. Service of any instrument or document given by mail shall be deemed complete upon receipt if delivered personally, or 48 hours after deposit of such instrument or document in a United States mail depository, first class postage prepaid,and addressed as set forth above. 4.3. Compliance with Laws. The City shall keep itself informed of all existing and future state and federal laws and all county, municipal ordinances and regulations, which in any I manner effect its performance of this Agreement. The City shall at all times observe and comply i with all such laws, ordinances and regulations. 4.4. Records and Review. The City shall keep and maintain all records, accounts and reports relating to this Agreement and its performance hereunder for a period of three years following the expiration of this Agreement. OCWD shall have access to such records at any time during normal business hours upon 48 hours notice to the City. At its cost, OCWD shall have the right to audit the books, records and accounts of the City relating to its performance of this Agreement no more than once annually, and the City shall provide reasonable cooperation to OCWD in this regard. 4.5. Indemnification. The City shall defend, indemnify and hold OCWD, its officers, directors, employees and representatives, harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to person or property, losses, penalties, obligations, expenses or liabilities (collectively, "Costs") that may be asserted or claimed by any person or entity arising out of the performance or implementation of this Agreement by City or its officers, directors, employees or representatives, or the distribution or use of any water produced from Well 9. The City shall also defend, indemnify and hold OCWD, its officers, directors, employees and representatives harmless from and against any and all Costs that may be asserted or claimed by any person in any administrative or judicial challenge to the legality or validity of this Agreement or any exemption under Section 38.1 from payment of the BEA on any portion of the water produced from Well 9, or to any act or determination(including any finding under Section 38.1 of the OCWD Act or any finding, action or inaction under or required by the California Environmental Quality Act) leading up to or in connection with such a BEA City of Huntington Bench Pectin)BEA Exemption ALmcment _6 i exemption or this Agreement, 4.6. Successors and Assigns. All of the terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, OCWD, the City, and their respective successors and assigns. 4.7. 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 continual waiver or to waive any other breach under this Agreement. 4.8. No Representation or Warranty. OCWD and the City each acknowledges that neither party, nor any of its respective officers, employees, agents or representatives, has made any written or oral representation, promise or warranty, express or implied, regarding any matter that is the subject of this Agreement, other than as expressly set forth herein. 4.9. No Obligation to Third Parties. The approval, execution and performance of this Agreement shall not be deemed to confer any rights upon any person or entity other than OCWD and the City. There are no third party beneficiaries to this Agreement. 4.10. Nature of Relationship. This Agreement shall not create, and shall not be construed or deemed to create, any agency, partnership, joint venture, landlord-tenant or other relationship between OCWD and the City. I 4.11. Integration Construction and Amendment. This Agreement represents the entire understanding of OCWD and the City as to those matters contained herein. 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 construed as if drafted by both OCWD and the City. This Agreement may not be modified, altered or amended except in writing signed by authorized representatives of both OCWD and the City. SECTION 5. AGREEMENT NOT EFFECTIVE UNTIL PARTIAL BEA EXEMPTION GRANTED ON WELL 9 WATER PRODUCTION 5.1. This Agreement shall not take effect unless and until all of the following actions occur in accordance with Section 38.1 of the OCWD Act: 5.1.1. City shall have filed with OCWD a petition pursuant to Section 38.1 of the OCWD Act, for a partial exemption of the basin equity assessment levied under Section 31.5 of the OCWD Act,for all groundwater above the BPP produced from Well 9 during the period from July 1,2017 through June 30,2021 (the"Project BEA Exemption"); and 5.1.2. The OCWD Board of Directors shall have received an investigation report on the petitioned Project BEA Exemption from OCWD's district geologist;and 5.1.3. The OCWD Board shall have conducted a public hearing on the petition for the Project BEA Exemption, made findings and determinations in accordance with Section 38.1(d)(2) of the OCWD Act, and granted the City's petition for the Project BEA Exemption. City of Huntington Beach Partial BEA Exemption Agmcnuni -7 5.2. City understands and acknowledges that the OCWD Board of Directors retains full discretion within the parameters set forth in the OCWD Act to approve or not to approve the Project BEA Exemption. Nothing in this Agreement shall in any way commit the OCWD Board of Directors to approve the Project BEA Exemption, to take any other action with respect to the City's petition for the Project BEA Exemption,or to in any way limit or restrict the discretion of the Board of Directors of OCWD with respect to an exemption from the payment of the BEA on water produced from Well 9. IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above. APPROVED AS TO FORM: ORANGE COUNTY WATER DISTRICT RUTAN&TUCKER,LLP By: Denis Bilod I s' BY: Joel uper erg By: Gen al Counsel, OCWD Mi ael arkus, General Manager APPROVED AS TO ORM: CI O N t ACH By: By. ael E. Gates Mike Posey >ty Attorney,City of Huntington Mayor Beach Attest- By: _ Robin Estanislau City Cleric I i i City of Huntington Beach Partial BEA Exemption Agreement _g i Exhibit A i i I i I City of Huntington Beach Partial BEA Exemption Agreement _9 i Sample Huntington Beach Well 9 Partial BEA Exemption Calculations Estimated Capital Cost $2,800,000 Well Capacity 1,950 gpm O&M Cost $800,000 1009a Estimated Total cost $3,600,000 Annual Yield 3,000 afy FY 2017/19 2018/19 2019/20 2020/21 Year 1 2 3 4* Actual Pumping Achieved Above the BPP by Well 9(afy) 3,000 3,000 3,000 850 Estimated BEA chit Cost ($/af) $550 $575 $500 $625 Projected Cost of MWO untreated full service water($/af) $666 $695 $681 $723 OCWCD buys this water to offset additional Huntington Beach pumping Projected Replenishment Assessment($/af) $445 $467 $489 $511 BEA Amount that Huntington Beach must pay($/af) 2221 228 192 212 Total RA and BEA paid to OCWD($/af) $666 $695 $681 $723 This amount must match the cost of MWD water Remaining BEA Exempted to Huntington Beach ($/af) $329 $347 $408 $413 Annual Savings to Huntington Beach $987,000 $1,041,000 $1,224,000' $351,050 Cumulative Savings to Huntington Beach $987,000 $2,028,000 $3,252,0001 $3,603,050 *Within Year 4,City of Huntington Beach will recover the Project Cost of$2,800,000 plus$800,000 of O&M costs when they reach-850 Af of additional groundwater pumped from Well 9, Exhibit A-Page 1 of 1 ' City of Huntington Beach 200o Main Street o Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov �e /7 790g'P, Office of the City Clerk Robin Estanislau, City Clerk November 15, 2018 Orange County Water District ATTN: Janice Durant P.O. Box 8300 Fountain Valley, CA 92708-8300 Dear Ms. Durant: Enclosed are two originals of the "Amendment #1 to Limited Term Partial Basin Equity Assessment Exemption Agreement between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9) Upon complete execution, please mail one original to us. Please mail the document to: Robin Estanislau City Clerk 2000 Main Street, 2"d Floor Huntington Beach CA 92648 Your attention to this matter is greatly appreciated. Sincerely, Robin Estanislau, CMC City Clerk RE:ds '_11Iy clo1y clVyS 131-71�1252_3 02 Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand Dept. ID PW 18-009 Page 1 of 2 Meeting Date:4/2/2018 CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 4/2/2018 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Travis K. Hopkins, PE, Director of Public Works SUBJECT: Approve and authorize execution of the Limited Term Partial Basin Equity Assessment Exemption Agreement Between Orange County Water District (OCWD) and City of Huntington Beach (Financial Aid for the Well No. 9 Treatment Project, CC-1392) Statement of Issue: On October 4, 2017, the OCWD Board approved an agreement to allow the City to obtain full cost recovery for the City's Well No. 9 Treatment Project, including an additional $800,000 of estimated future treatment tanks replacement cost. The total amount of OCWD financial aid to the City is estimated to be $4,300,000. Financial Impact: The City will realize savings to the Water Fund (506) for purchase of water at a reduced rate. These savings are dependent on the amount of water extracted from Well No. 9 after treatment facilities are in operation, up to $960,000 annually. The amount of savings earned annually in the Water Fund (506) will be transferred to the Water Master Plan Fund (507), to reimburse the Water Master Plan Fund for those capital improvements at Well No. 9, per the City's adopted 2016 Water Master Plan. The financial aid program will discontinue once the full amount of financial aid is achieved. Recommended Action: Approve and authorize the Mayor and City Clerk to execute two original sets of the OCWD agreement dated October 4, 2017, "Limited Term Partial Basin Equity Assessment Exemption Agreement Between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)" and return one signed set to OCWD. Alternative Action(s): Do not approve the Agreement and instruct staff on how to proceed. Analysis: Historically, the City significantly reduced the water production of Well No. 9 due to high hydrogen sulfide concentrations in the well water. Staff successfully piloted a Biological Activated Carbon (BAC) treatment system that reduced the hydrogen sulfide concentrations in the water to a level that it could be used. Since this project treats water from the groundwater basin that OCWD manages, a request was made to OCWD to fund 100 percent of the project, estimated at $3.6 million in capital costs for design, construction, and future tank replacement. On August 7, 2017, City Council awarded the construction contract. The total updated project cost with future tank replacement is estimated to be $4.3 million, and is currently under construction. On October 4, Item 8. - 1 HB -228- Dept ID Pw 18-009 Page 2 of 2 Meeting Date:4/2/2018 2017, OCWD approved the financial aid agreement to help the City to recover 100 percent of actual project costs at $4.3 million. Key elements of the OCWD financial aid program are provided below: • City would initially construct the necessary well improvements. This work began in fiscal year 2016-17; • Beginning in fiscal year 2018-19 the City would pump this well above the Basin Pumping Percentage (BPP), currently set at 75% groundwater, and receive a partial BEA exemption; • The additional pumping is expected to be around 3,000 acre-feet per year; • The partial BEA exemption would last for several years to accumulate up to the $4.3 million in exemptions, thereby allowing the City to recover its investment; and, • After the City recovers its investment, the partial BEA exemption terminates, and Well No. 9 would be returned to be used by the City to meet its annual BPP pumping amount. Well No. 9 has a relatively deep screened interval (556-996 feet below ground surface) and draws all of its water from the main aquifer (lower most principal aquifer). In this part of the groundwater basin the main aquifer has reduced chemical conditions (low oxygen) that are conducive to the formation of hydrogen sulfide. The following benefits of the Well No. 9 Treatment Project are OCWD justifications for financial aid: 1. City can continue operating an existing asset at its maximum output; 2. Pumping Well No. 9 reduces the potential for groundwater containing hydrogen sulfide to impact nearby Huntington Beach Well No. 5 which gets a blend of groundwater from the main aquifer and shallower aquifers; 3. Groundwater containing hydrogen sulfide is being removed; 4. Well No. 9 is deep enough that pumping does not affect the seawater intrusion; and, 5. There are no impacts to the BPP, OCWD's finances, or groundwater accumulated overdraft in this region. OCWD will annually provide the City with the Partial Basin Equity Assessment Exemption water rate, which will be approximately $700/acre-feet for FY 2018-19. This reduced OCWD rate is approximately $320/acre-feet less than the average per acre-foot cost to purchase imported water from the Metropolitan Water District of Southern California (MWD) through the Municipal Water District of Orange County (MWDOC). Therefore, during the period of financial aid, City would need to purchase less import water, equal to the amount of water pumped at Well No. 9. If Well No. 9 pumps 3,000 acre-feet in FY 2018-19, the City would then save approximately $960,000 in the purchase of imported water (3,000 acre-feet x $320/acre-feet). The amount of financial aid earned annually from savings in the Water Fund (506) will be transferred to the Water Master Plan Fund (507), which funded the capital improvements at Well No. 9, per the City's adopted 2016 Water Master Plan. Public Works Commission Action: Not applicable. Environmental Status: Not applicable. Strategic Plan Goal: Enhance and Maintain Infrastructure Attachment(s): 1. Two (2) original sets of OCWD agreement dated October 4, 2017, "Limited Term Partial Basin Equity Assessment Exemption Agreement between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)" HB -229- Item 8. - 2 LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT BETWEEN ORANGE COUNTY WATER DISTRICT AND CITY OF HUNTINGTON BEACH (Huntington Beach Well No. 9) This LIMITED TERM PARTIAL BASIN EQUITY ASSESSMENT EXEMPTION AGREEMENT (the "Agreement") is entered as of October -t, 2017 by and between the ORANGE COUNTY WATER DISTRICT, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1933, as amended ("OCWD"), and the CITY OF HUNTINGTON BEACH, a municipal corporation organized and existing under the laws of the State of California("City"). RECITALS A. Approximately two-thirds of all drinking water currently used within northern and central Orange County is provided from groundwater by OCWD. Inasmuch as Orange County is located in a semi-arid area, it is essential that all reasonable efforts be put forth to protect the quality of groundwater supplies and to provide for maximum utilization of that resource. B. The City operates a public water system for the purpose of delivering potable water to its customers, and obtains most of its water by pumping groundwater from wells for delivery to its customers. The City, as well as other groundwater producers within the boundaries of OCWD, has lost pumping capacity in some of its groundwater wells due to the presence of hydrogen sulfide. Huntington Beach Well No. 9 ("Well 9"), located at near the intersection of Warner Avenue and Magnolia Street in Huntington Beach, has the capacity to produce up to 4,800 acre feet per year of groundwater; however, the City limited production of groundwater from Well 9 in 2011 due to its high levels of hydrogen sulfide. There are no federal or state drinking water quality standards set for hydrogen sulfide in drinking water, however hydrogen sulfide can produce odors and can be corrosive to certain metals and can be unsuitable for domestic purposes. C. The City recently completed a full scale pilot study using Granular Activated Carbon (GAC) treatment process to reduce hydrogen sulfide in the water produced by Well 9. The pilot study demonstrated complete removal of the hydrogen sulfide in the well water. The City proposes to design and construct a GAC treatment system to treat the all the flows from Well 9 (such treated Well 9 groundwater is hereinafter referred to as "Product Water"). D. The City's preliminary cost estimate for this GAC treatment system Project is $2,800,000 (the "Project Cost"). The City also estimates a one-time replacement of the GAC media and filter tanks at a cost of $800,000 over the life of the Project. OCWD has determined that the City's conduct of the Project will reduce the potential for groundwater containing hydrogen sulfide to impact nearby Huntington Beach Well No. 5. E. The Legislature of the State of California has vested in OCWD the statutory responsibility to manage, regulate, replenish and to protect the quality of the groundwater supplies within the boundaries of OCWD. City of Huntington Beach Partial BEA Exemption Agreement F. In April of each year, the Board of Directors of OCWD acts in accordance with Section 31.5 of the Orange County Water District Act ("OCWD Act") to find, determine and establish the basin production percentage (the "BPP"), and sets basin equity assessments (each, a "BEA") for each producer within OCWD for the period from July I" through June 301h of the next succeeding year. G. Section 2.6.(1.) of the OCWD Act authorizes OCWD to enter into an agreement with the owner operating a groundwater production facility within OCWD's boundaries to increase the production of groundwater in lieu of water from an alternative non-tributary source for the purpose of removing contaminants or pollutants from the groundwater basin, and paying from OCWD funds that portion of the cost of groundwater production that will encourage the production for beneficial use of the polluted or contaminated groundwater that is impairing the quality of the water supplies within OCWD. H. OCWD and the City mutually desire to enter into this Agreement pursuant to Section 2.6.(1.) of the OCWD Act to set forth the specific terms and conditions under which the City will conduct the Project and remove hydrogen sulfide-impaired groundwater from the Orange County groundwater basin by treating groundwater from Well 9 for ultimate distribution to City customers for potable beneficial uses, with the City recovering the Project Cost by means of a partial exemption of that water from the payment of the BEA. OCWD and the City understand and agree that this Agreement does not and cannot become effective unless and until the City files a petition for a partial exemption from the BEA of the water produced from Well 9, and the Board of Directors of OCWD approves such a partial BEA exemption, in accordance with Section 38.1 of the OCWD Act. EXECUTORY AGREEMENTS NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions and promises contained herein, and subject to this Agreement taking effect in accordance with Section 5 below, OCWD and the City hereby agree as follows: SECTION 1. LIMITED TERM HYDROGEN SULFIDE REMOVAL PROJECT 1.1. The City shall design and construct the Project within the Project Cost. In the event that the cost of the design and construction of the Project exceeds the Project Cost, the City shall submit such revisions to the Project Cost for review and approval by OCWD. In the event that OCWD determines, in its reasonable discretion, to approve the revisions to the Project Cost, those additional costs will be eligible to be credited against BEA payments otherwise owed by the City for production of groundwater from Well 9 above the BPP, in accordance with Paragraph 2.5 below. In the event that either the City does not submit any revisions to the Project Cost for approval by OCWD, or OCWD determines in its reasonable discretion not to approve those revisions to the Project Cost, such revisions to the Project Cost shall not serve as credits against BEA payments otherwise owed by the City for the production of groundwater from Well 9. . 1.2. The City shall serve as the lead agency for, and be responsible for all CEQA processing for, the Project. City of Huntington Beach Partial BEA Exemption Agreement -2 1.3. The City shall be responsible for all design, engineering, construction, and CEQA costs for the Project. 1.4. Once the Project has been constructed, the Project Costs (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above) have been reviewed to ensure they are consistent with this Agreement, and if the OCWD Board of Directors has approved a petition for partial, limited term BEA exemption pursuant to Section 38.1 of the OCWD Act (as outlined in Section 5), this Agreement will be implemented in the first fiscal year after the Project is complete, beginning July 1st of that year, and last for up to four fiscal years through June 30`" of the last year (the "Project Term"). During the Project Term, the City may produce groundwater in an amount equal to the BPP for that given year, plus additional groundwater production from Well 9, provided that all of the groundwater production above the BPP during the Project Term shall be produced solely from Well 9 in order to receive partial exemption set forth in Paragraph 2.5 below. 1.5. In order to obtain the partial exemption set forth in Paragraph 2.5 below, the City shall produce groundwater from Well 9 that, after treatment, meets the adopted primary drinking water standards, and the City shall deliver the groundwater to its customers or to City facilities for potable beneficial uses. Further, the Product Water shall meet the State Water Resources Control Board ("SWRCB") and the Division of Drinking Water ("DDW") Secondary Drinking Water Standards with a Secondary Maximum Contaminant Level for odor set at 3 Threshold Odor Number (TON) in drinking water. The Product Water from Well 9 shall also meet any other requirements from the SWRCB for treatment of this Product Water. 1.6. The City shall be responsible for all costs incurred in the operation and maintenance of Well 9, other than the replacement of the GAC media as defined in Section D of the Recitals, for distribution of the Product Water to City customers or facilities for potable beneficial use, including but not limited to labor, materials and power. 1.7. The City shall take out and maintain in effect at all times during the term of this Agreement comprehensive general liability insurance in an amount not less than $2 million per occurrence, for bodily injury, death and property damage, naming OCWD as an additional insured under such policy. An endorsement evidencing this insurance coverage shall be furnished to OCWD prior to the City filing with OCWD a petition pursuant to Section 38.1 of the OCWD Act (as outlined in Section 5). If the City is, or becomes, partially or fully self- insured for its public liabilities, a letter executed by the City's Mayor or City Manager stating the City's self-insured status and acknowledging its responsibility to respond to the indemnification of OCWD as provided in Paragraph 5.5 below, may be furnished in lieu of the insurance endorsement. The City shall provide written notice to OCWD of any change in the City's insured or self-insured status during the Project Term within 30 days of the effective date of such change. SECTION 2. PROJECT TERM BASIN EQUITY ASSESSMENT AND REPLENISHMENT ASSESSMENT PAYMENTS 2.1. The City shall file water production statements and a basin equity assessment statement in strict compliance with Sections 29(a) and 31.50) of the OCWD Act, respectively, City of Huntington Beach Partial BEA Exemption Agreement _3 for all groundwater produced by the City during the Project Term, including all groundwater produced from Well 9 and distributed as Product Water. 2.2. On or before the 15th day of each month, during the Project Term, the City shall file with OCWD a monthly report reflecting the quantity of groundwater produced by Well 9 through the end of the preceding calendar month during the Project Term (a "Monthly Project Production Report"). 2.3. Concurrently with the filing of the City's basin equity assessment report pursuant to Section 31.50) of the OCWD Act, the City shall file with OCWD a statement, verified by a written declaration under penalty of perjury, setting forth the total amount of groundwater produced from Well 9 during the Project Term and distributed as Product Water (the "Project Production Statement"). 2.4. The City shall pay the replenishment assessment and additional replenishment assessment levied and imposed pursuant to Sections 27 and 27.1 of the OCWD Act on all groundwater produced by the City during the Project Term, including all groundwater produced from Well 9, in accordance with Section 29(a) of the OCWD Act. 2.5. To the extent that the City's production of groundwater during the Project Term does not exceed an amount equal to the BPP plus additional groundwater produced from Well 9, and all of the groundwater produced during the Project Term in excess of the BPP was produced from Well 9, the City shall be exempt during the Project Term from paying a portion of the basin equity assessment or any surcharge on such groundwater production above the BPP from Well 9 during the Project Term to allow the City to recoup the Project Cost (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above), as described in the Attached Exhibit A attached hereto and by this reference incorporated herein. Notwithstanding the foregoing, the City shall pay the applicable basin equity assessment and any surcharge for the following: 2.5.1. The City shall pay the applicable basin equity assessment and surcharge on all groundwater produced by the City during the Project Term that exceeds an amount equal to the BPP plus additional groundwater produced from Well 9; and 2.5.2. The City shall pay the applicable basin equity assessment and surcharge on all groundwater produced by the City during the Project Term in excess of the BPP, if such groundwater in excess of the BPP is produced from any water production facility other than Well 9. 2.6. The City acknowledges that the groundwater produced from Well 9, and the Product Water distributed and sold by the City, shall be classified as "groundwater," and shall not be classified as "supplemental sources" as such term is defined in Section 31.5 of the OCWD Act, for the purpose of calculating the amount of groundwater produced by the City relative to the BPP. City of l Iuntington Beach Partial BEA Exemption Agreement _4 SECTION 3. CITY GROUNDWATER PRODUCTION DURING THE PROJECT REMAINDER TERM 3.1. Following completion of the Project Term, and for ten consecutive years thereafter, (such ten-year period is hereinafter referred to as the "Project Remainder Term"), the City shall make its best efforts to continue to operate Well 9 throughout the Project Remainder Term. 3.2. Beginning the first fiscal year of the Project Remainder Term, and each fiscal year thereafter during the Project Remainder Term, the City shall pay the then-applicable replenishment assessment, additional replenishment assessment and, if applicable, the basin equity assessment and surcharge, on all groundwater produced by the City during that fiscal year, including all groundwater produced form Well 9, in strict compliance with Sections 29 and 31.5 of the OCWD Act. 3.3. Notwithstanding Paragraphs 3.1 and 3.2 above, in the event that the City was unable to produce sufficient groundwater from Well 9 during the Project Term to allow the City to achieve a total groundwater production equal to the BPP plus the additional groundwater produced from Well 9 so as to recover the Project Cost (and any revisions to the Project Cost approved by OCWD pursuant to Paragraph 1.1 above), the City and OCWD shall meet and confer to implement the program described in Exhibit A to allow the City to increase production from Well 9 for an additional time period that will not be subject to payment of the BEA, to allow the City to achieve the total amount of Well 9 groundwater production that had been intended for the Project Term and thereby recover the entirety of the Project Cost and any revisions approved by OCWD pursuant to Paragraph 1.1 above (the "Make-Up Production"). In the event that the City undertakes Make-Up Production: 3.3.1. The City shall receive a partial basin equity assessment exemption on the Make-Up Production in accordance with Exhibit A. 3.3.2. The City shall file Monthly Project Production Reports (as described in Paragraph 2.2) for the Make-Up Production during each calendar month during the Make-Up Production time. 3.3.3. In addition to all groundwater production reports and statements required under the OCWD Act, the City shall file a Project Production Statement (as described in Paragraph 2.3) for the Make-Up Production concurrently with the filing of the City's basin equity assessment report pursuant to Section 31.50) of the OCWD Act. SECTION 4. MISCELLANEOUS 4.1. Effective Date; Term. This Agreement shall become effective upon the Board of Directors of OCWD approving a partial exemption of the BEA for the water produced from Well 9, and shall continue for a term of twenty years, until June 30, 2037. City of Huntington Beach Pailial BEA Exemption Agreement -5 4.2. Notices. Any notice, instrument, payment or document required to be given or delivered under this Agreement shall be given or delivered by personal delivery or by depositing the same in a United States Mail depository, first class postage prepaid, and addressed as follows: If to OCWD: Orange County Water District PO Box 8300 18700 Ward Street Fountain Valley, CA 92708 Attn: General Manager If to City: City of Huntington Beach PO Box 190 2000 Main Street Huntington Beach, CA 92648 Attn: City Manager or such other address as either party may direct in writing to the other. Service of any instrument or document given by mail shall be deemed complete upon receipt if delivered personally, or 48 hours after deposit of such instrument or document in a United States mail depository, first class postage prepaid, and addressed as set forth above. 4.3. Compliance with Laws. The City shall keep itself informed of all existing and future state and federal laws and all county, municipal ordinances and regulations, which in any manner effect its performance of this Agreement. The City shall at all times observe and comply with all such laws, ordinances and regulations. 4.4. Records and Review. The City shall keep and maintain all records, accounts and reports relating to this Agreement and its performance hereunder for a period of three years following the expiration of this Agreement. OCWD shall have access to such records at any time during normal business hours upon 48 hours notice to the City. At its cost, OCWD shall have the right to audit the books, records and accounts of the City relating to its performance of this Agreement no more than once annually, and the City shall provide reasonable cooperation to OCWD in this regard. 4.5. Indemnification. The City shall defend, indemnify and hold OCWD, its officers, directors, employees and representatives, harmless from and against any and all actions, suits, claims, demands, judgments, attorney's fees, costs, damages to person or property, losses, penalties, obligations, expenses or liabilities (collectively, "Costs") that may be asserted or claimed by any person or entity arising out of the performance or implementation of this Agreement by City or its officers, directors, employees or representatives, or the distribution or use of any water produced from Well 9. The City shall also defend, indemnify and hold OCWD, its officers, directors, employees and representatives harmless from and against any and all Costs that may be asserted or claimed by any person in any administrative or judicial challenge to the legality or validity of this Agreement or any exemption under Section 38.1 from payment of the BEA on any portion of the water produced from Well 9, or to any act or determination (including any finding under Section 38.1 of the OCWD Act or any finding, action or inaction under or required by the California Environmental Quality Act) leading up to or in connection with such a BEA City of Huntington Beach Partial BEA Exemption Agreement _6 exemption or this Agreement . 4.6. Successors and Assi ns. All of the terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, OCWD, the City, and their respective successors and assigns. 4.7. 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 continual waiver or to waive any other breach under this Agreement. 4.8. No Representation or Warranty. OCWD and the City each acknowledges that neither party, nor any of its respective officers, employees, agents or representatives, has made any written or oral representation, promise or warranty, express or implied, regarding any matter that is the subject of this Agreement, other than as expressly set forth herein. 4.9. No Obligation to Third Parties. The approval, execution and performance of this Agreement shall not be deemed to confer any rights upon any person or entity other than OCWD and the City. There are no third party beneficiaries to this Agreement. 4.10. Nature of Relationship. This Agreement shall not create, and shall not be construed or deemed to create, any agency, partnership, joint venture, landlord-tenant or other relationship between OCWD and the City. 4.11. Integration, Construction and Amendment. This Agreement represents the entire understanding of OCWD and the City as to those matters contained herein. 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 construed as if drafted by both OCWD and the City. This Agreement may not be modified, altered or amended except in writing signed by authorized representatives of both OCWD and the City. SECTION 5. AGREEMENT NOT EFFECTIVE UNTIL PARTIAL BEA EXEMPTION GRANTED ON WELL 9 WATER PRODUCTION 5.1. This Agreement shall not take effect unless and until all of the following actions occur in accordance with Section 38.1 of the OCWD Act: 5.1.1. City shall have filed with OCWD a petition pursuant to Section 38.1 of the OCWD Act, for a partial exemption of the basin equity assessment levied under Section 31.5 of the OCWD Act, for all groundwater above the BPP produced from Well 9 during the period from July 1, 2017 through June 30, 2021 (the "Project BEA Exemption"); and 5.1.2. The OCWD Board of Directors shall have received an investigation report on the petitioned Project BEA Exemption from OCWD's district geologist; and 5.1.3. The OCWD Board shall have conducted a public hearing on the petition for the Project BEA Exemption, made findings and determinations in accordance with Section 38.1(d)(2) of the OCWD Act, and granted the City's petition for the Project BEA Exemption. City of Huntington Beach Partial BEA Exemption Agreement -7 5.2. City understands and acknowledges that the OCWD Board of Directors retains full discretion within the parameters set forth in the OCWD Act to approve or not to approve the Project BEA Exemption. Nothing in this Agreement shall in any way commit the OCWD Board of Directors to approve the Project BEA Exemption, to take any other action with respect to the City's petition for the Project BEA Exemption, or to in any way limit or restrict the discretion of the Board of Directors of OCWD with respect to an exemption from the payment of the BEA on water produced from Well 9. IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above. APPROVED AS TO FORM: ORANGE COUNTY WATER DISTRICT RUTAN & TUCKER, LLP By: -Qif/Wv` Denis Bil r t By: Joel D. erb g By: Gene ounsel, OCWD chae arkus, General Manager APPROVED AST FORM: CITt MNT BEACH By: By: ael E. Gates Mike Posey ity Attorney, City of Huntington Mayor Beach Attest: / Robin stanislau City Clerk City of Huntington Beach Partial BEA Exemption Agreement _g Exhibit A City of Huntington Beach Partial BEA Exemption Agreement _� DIREROM OFFICERS PHILIP L ANTHONY • President DENTS R.BILOOEAU,P.E. y DENIS R.BILODEAU,P.E. SHAWN DEWANE • /"/Iw\ CATHY GREEN First Vice President DINA NGUYEN U PHILIP L.ANTHONY VICENTE SARMIENTO Second Vice President STEPHEN R.SHELDON SINCE 1933 SHAWN BEWARE LAMES VANDERBILT BRUCE WHITAKER ORANGE COUNTY WATER DISTRICT General Manager ROGER C.YOH,P.E ORANGE COUNTY'S OROUNOWATER AUTHORITY MICHAEL R.MARKUS,P.E,D.WRE February 16, 2018 Mr. Duncan Lee Principal Civil Engineer City of Huntington Beach Department of Public Works 2000 Main Street Huntington Beach, CA 92648 Limited Term Partial Basin Equity Assessment Exemption Agreement Enclosed is the referenced Agreement approved by the OCWD Board at its October 4, 2017 Board meeting. Upon execution by the City of Huntington Beach, please return a copy to my attention. Sincerely, L Z.c4 jG a ce Durant trict Secretary Enclosure/stated PO Box 11 18700 11 Fountain Valley,CA 11 ' City of Huntington Beach 2000 Main Street o Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk April 5, 2018 Janice Durant Orange County Water District PO Box 8300 Fountain Valley, CA 92708-8300 Dear Ms. Durant: Enclosed is a fully executed original of the "Limited Term Partial Basin Equity Assessment Exemption Agreement Between Orange County Water District and City of Huntington Beach (Huntington Beach Well No. 9)." Sincerely, Robin Estanislau, CMC , City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand