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HomeMy WebLinkAbout06 - Agreement with the Laguna Beach County Water DistrictApril 26, 2016 Agenda Item No. 6 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: George Murdoch, Municipal Operations Director - 949-644-3011, gmurdoch@newportbeachca.gov PREPARED BY: Cynthia Owens, Administrative Manager, cowens@newportbeachca.gov PHONE: 949-644-3057 TITLE: Agreement with the Laguna Beach County Water District ABSTRACT: The Laguna Beach County Water District (LBCWD) has received Orange County Water District (OCWD) Board approval to extract 2,025 acre-feet of water annually from the Orange County Water Basin. LBCWD has approached the City to assist in conveying the water from Fountain Valley to Laguna Beach through the City's existing infrastructure. The proposed water supply is in addition to the allowable water Newport Beach can extract and has no effect on City supply. LBCWD will pay'the OCWD for all water extracted on their behalf. The water supply shall be interruptible giving the City the priority to existing systems. The agreement contains terms and conditions that include reimbursement for all costs associated with pumping, treatment and transportation of the water. LBCWD has agreed to pay the City a portion of the routine maintenance and emergency repairs of the existing system. There are no modifications or enhancements needed to the City's water system to convey this water. The existing system is of adequate size to handle the additional water demand. Staff feels this sharing of the costs is advantageous to the City. RECOMMENDATION: Approve and authorize the execution of an Agreement between the City of Newport Beach and the Laguna Beach County Water District for the provision of an interruptible supply of potable water. 6-1 Agreement with the Laguna Beach County Water District April 26, 2016 Page 2 6-2 FUNDING REQUIREMENTS: Expenses associated with the Agreement (Attachment A) will be invoiced annually to the Laguna Beach County Water District. The current adopted budget for the Water Fund includes sufficient funding for the services to be provided under the terms of the Agreement. DISCUSSION: Background The Laguna Beach County Water District (LBCWD) has been pursuing their groundwater rights in the Santa Ana Water Basin since the late 1980’s. In January 2016, the Orange County Water District (OCWD) and LBCWD entered into an agreement that allows LBCWD to pump 2,025 acre-feet annually from any location within OCWD. In order to move water from the basin to LBCWD they must work with an existing groundwater producer or purchase land and drill a well within the basin area. LBCWD has found that drilling their own well will be difficult. Consequently, they have approached both the City of Newport Beach and the Irvine Ranch Water District to provide water to them. Both agencies have the ability to pump the additional groundwater and have physical interconnections with the LBCWD. The City has a connection with LBCWD at the 30 inch Coast Supply pipeline in Corona del Mar. This connection has been previously used to deliver water to LBCWD in emergencies. LBCWD finds this method to be the most direct path and cost effective way to convey water from the basin. They have requested the City enter into an agreement to provide an interruptible supply of potable water to them. Newport Beach Municipal Code Section 14.04.150 “Contractual Agreement to Supply Water Outside City” and Section 14.04.160 “Sale of Excess Water Outside City” require a written contract authorized by the City Council setting out the terms and conditions of the sale and special circumstances. Proposed Agreement The Municipal Operations Department has reviewed the City’s capability to transport water to the LBCWD. It has been determined by staff that the City can deliver up to four cubic feet per second of groundwater through the existing infrastructure to LBCWD. The Agreement between the City of Newport Beach and the LBCWD is for the provision of an interruptible supply of potable water. The relevant provisions of the Agreement include, but are not limited to:  All costs for constructing and completing the connection between LBCWD and the City’s potable water system will be the sole responsibility of LBCWD. Agreement with the Laguna Beach County Water District April 26, 2016 Page 3 6-3  LBCWD will reimburse the City an allocated portion of the actual annual maintenance and operation costs for the wells, pump station, treatment system and pipelines that convey water pursuant to the agreement. This includes: o Energy costs related to the production of groundwater o Operation and maintenance costs associated with the water wells and booster pump facilities o Distribution and treatment costs These costs will be determined and charged on a per acre foot aggregate amount. Additionally, the City will charge a 4 percent administrative fee to the total amount of the invoice.  The potable water supplied by the City is considered to be an interruptible source of water.  LBCWD will have no ownership rights to the facilities, system or operations.  LBCWD will reimburse the City an allocated portion of emergency repairs to the wells, pump station, treatment system and pipelines that convey water pursuant to the agreement. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A – Agreement between City and LBCWD 6-4 ATTACHMENT A AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND THE LAGUNA BEACH COUNTY WATER DISTRICT CONCERNING PROVISION OF INTERRUPTIBLE WATER AND RELATED MATTERS DATED--------' 2016 6-5 TABLE OF CONTENTS ARTICLE I RECITALS; FINDINGS, DEFINITIONS; INTENTION .................................. 2 Section 1.1 Recitals ........................................................................................... 2 Section 1.2 Findings .......................................................................................... 2 Section 1.3 Definitions ....................................................................................... 2 Section 1.4 No Ownership in City of Newport Beach Facilities .......................... 3 ARTICLE II FACILITIES AND OPERATIONS ................................................................ 3 Section 2.1 Required Connection Facilities; Design, Construction, Connection in City System .............................................................. 3 Section 2.2 Operation and Maintenance of Facilities ......................................... 4 Section 2.3 Maintenance Costs ........................................................................ 4 ARTICLE Ill PROVISION OF WATER, CONDITIONS AND SUPPLY ........................... 5 Section 3.1 Delivery of Water ............................................................................. 5 Section 3.2 Payment for Water Delivered .......................................................... 6 Section 3.3 Delivery Amount Dispute Resolution ............................................... 6 Section 3.4 OCWD Conditions ........................................................................... 6 Section 3.5 Water Quality .................................................................................. 7 Section 3.6 Retention of Authority and System Responsibility ........................... 7 ARTICLE IV TERM OF AGREEMENT; EXTENSION; TERMINATION .......................... 7 Section 4.1 Term of Agreement; Renewal. ........................................................ 7 Section 4.2 Termination ..................................................................................... 7 Section 4.3 Actions and Costs Upon Termination .............................................. 7 ARTICLE V GENERAL PROVISIONS ............................................................................ 7 Section 5.1 Indemnity ........................................................................................ 8 Section 5.2 Partial Invalidity ............................................................................... 8 Section 5.3 Record keeping: Inspection of Records ......................................... 8 Section 5.4 Successors and Assigns ................................................................. 9 Section 5.5 Notices ............................................................................................ 9 Section 5.6 Claims ............................................................................................. 9 Section 5.7 Compliance with all Laws ................................................................ 9 Section 5.8 Captions .......................................................................................... 9 Section 5.9 Entire Agreement. ........................................................................... 9 Section 5.10 Interpretation ................................................................................. 10 Section 5.11 Amendments ................................................................................. 10 Section 5.12 Waiver ........................................................................................... 1 0 Section 5.13 Cooperation and Execution of Documents .................................... 1 0 Section 5.14 Exhibits ......................................................................................... 10 Section 5.15 Signatories .................................................................................... 1 0 ii 6-6 Section 5.16 Execution in Counterparts ............................................................. 10 Section 5.17 Integrated Contract ....................................................................... 10 Section 5.18 Conflicts or Inconsistencies ........................................................... 11 Section 5.19 Severability ................................................................................... 11 Section 5.20 Controlling Law and Venue ........................................................... 11 Section 5.21 No Attorneys' Fees ........................................................................ 11 iii 6-7 AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND THE LAGUNA BEACH COUNTY WATER DISTRICT CONCERNING PROVISION OF INTERRUPTIBLE WATER AND RELATED MATTERS This AGREEMENT ("Agreement") is made and entered into as of the day of , 2016, by and between CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and the LAGUNA BEACH COUNTY WATER DISTRICT, an incorporated County Water District and Special District under the California Water Code Section 30000 et seq. ("District"). The City and the District are sometimes referred to in this Agreement individually as "Party," or together as "Parties." RECITALS WHEREAS, the City is the City of Newport Beach; and WHEREAS, the District is the Laguna Beach County Water District which provides potable water service to customers located within its boundaries pursuant to the provisions of State Jaw; and WHEREAS, the City owns and operates certain pipeline facilities and appurtenances for the transportation and delivery of potable water within its water service area; and WHEREAS, the District desires to provide for an additional source of potable water supply in order to meet its potable water system demands from groundwater supply; and WHEREAS, the City has reviewed its system capacity and capability and has determined that the City has available capacity within its water transportation and delivery system, specifically its wellfield, to make available to the District, under certain terms and conditions, up to 4.0 CFS of groundwater water through the existing transportation and delivery facilities; and WHEREAS, pursuant Section 14.04.160 of the Newport Beach Municipal Code, the City may sell water to District to the extent that the City has a supply in excess of that required to adequately serve the inhabitants of the City; the persons and agencies who have contractual rights or interests in any City transmission main or mains; or to whom the City has an obligation to supply water; and WHEREAS, the City and the District desire to enter into this Agreement concerning the provision and supply of interruptible groundwater under specified terms and conditions and related matters. Laguna Beach County Water District Page 1 6-8 NOW, THEREFORE, IN LIGHT OF THE FOREGOING RECITALS AND THE TERMS AND CONDITIONS HEREIN, THE PARTIES HERETO DO AGREE AS FOLLOWS: ARTICLE I RECITALS; FINDINGS, DEFINITIONS; INTENTION Section 1.1 Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference. Section 1.2 Findings. The City has reviewed the existing water capacity and capability of its potable water system, specifically the wellfield facilities, and has determined that there is excess water capacity in the facilities to allow the City to enter into an agreement with the District to provide an interruptible water supply to the District upon the terms and conditions set forth herein. Section 1.3 Definitions. Unless the context clearly otherwise requires, the terms defined in this Section shall, for all purposes of this Agreement, have the meanings herein specified. (a) "Agreemenf' means this Agreement between the City of Newport Beach and the Laguna Beach County Water District Concerning Provision of Interruptible Water and Related Matters as it may be amended from time to time. (b) "City'' means the City of Newport Beach. (c) "City Manager'' means the City Manager of the City of Newport Beach or his or her designee(s). (d) "CFS" means cubic feet per second, a measurement of water volume. (e) "District" means the Laguna Beach County Water District. (f) "Connection" means the point of connection between the Connection Facilities CM 1 and CM 1 A. (g) "Connection Facilities" means those facilities described in Exhibit A hereto (h) "County" means the County of Orange, a political subdivision of the State of California. (i) "Design Engineer" means the properly qualified registered civil engineer(s), retained by the City pursuant to this Agreement, to design and prepare the Laguna Beach County Water District Page 2 6-9 bid documents, construction plans and specifications for the construction and/or acquisition the Connection Facilities, as further described in Section 2.1 hereof. 0) "Facilities Costs" means the costs of design, construction, installation and completion of the Connection Facilities. (k) "Metropolitan" means the Metropolitan Water District of Southern California. (I) "OCWD" means the Orange County Water District special water district organized and existing pursuant to State law. (m) "State" means the State of California. (o) "Water Quality'' means the quality of water pursuant to applicable Federal, State and Local enforcement regulations. Interpretation. Unless the context otherwise indicates, words expressed in the singular shall include the plural, and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate. Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. All references herein to "Articles," "Sections" and other subdivisions are to be corresponding Articles or subdivisions of this Agreement; the words "herein," "hereof," "hereby," "hereunder'' and other words of similar import refer to this Agreement as a whole and not to any particular Articles, Section or subdivision thereof. Section 1.4 No Membership or Ownership in City Facilities. It is the express understanding of the Parties hereto that under the terms of this Agreement, the District shall not be, and shall not be considered to be, an owner or member in city facilities. The District shall have no rights or ownership to or in the facilities, system or operations of the City except as expressly agreed to herein. ARTICLE II FACILITIES AND OPERATIONS Section 2.1 Required Connection Facilities; Design, Construction, Connection in City System. (a) All cost of making and completing any connection between the City's system and the District's system shall be the sole responsibility and liability of the District. The District shall reimburse the City for all costs of inspection of the Connection Facilities and other costs of completing the connection to the City's system. The City shall invoice the District on a bi-annual basis for such costs and, if requested by the District, shall provide reasonable documentation to support such invoice(s). The Laguna Beach County Water District Page 3 6-10 City shall pay the amount of the invoice to the Board within forty five (45) days of the invoice date. Section 2.2 Operation and Maintenance. (a) A water metering structure is included as part of the Connection Facilities shall be accessible to the employees of the District and the City upon such basis as the District and the City shall agree. The City will ensure that the water meter is tested checked for accuracy on a periodic basis and not less often than bi-annually. All costs of meter accuracy testing, verification and any necessary repairs or adjustment(s) to such meter made as a result of such testing shall be the sole responsibility and liability of the City. (b) At all times during the term of this Agreement, the District shall maintain a policy(ies) of general liability insurance (or equivalent self-insurance) covering the operation and maintenance of the Connection Facilities in a covered amount as determined by the City from time to time. The City shall, at all times, be carried as a named insured under such policy(ies). The District shall provide the City with written confirmation of such insurance and coverage for the City and shall promptly update such documentation whenever such policy(ies) of insurance are renewed or changed. (c) Failure of the District to abide and comply with the terms of this Section shall constitute grounds for the termination of this Agreement by the City. Section 2.3 Maintenance Costs . .(ID In addition to, and separate from, the costs of OCWD replenishment fees the District shall be responsible for payment to the City of an allocated portion of the total annual maintenance costs, which shall include ordinary repair costs, of all water well facilities, treatment and distribution (well line) associated with production of groundwater. This fee will include actual energy costs to produce groundwater, operation and maintenance of water well and booster pump facilities, distribution (well line O&M) and treatment costs. Cost will be determined and charged on a "per acre foot" aggregate amount, based on the percentage basis; of the total cost to produce groundwater. The District will also be responsible for payment to the City of an annual 4% administration fee. As an example, if the City's total annual cost to produce, treat and distribute groundwater for a given FY was $1,000,000 for 20,000 acre feet of production, in which 18,000 acre feet was produced for the City, and 2,000 acre feet was produced on behalf of the District the "allocated" cost formula is: $1,000,000120,000=$50.00/acre-foot x 2,000 acre-feet= $100,000 owed by the District. Laguna Beach County Water District Page4 6-11 The annual cost a 4% administration fee will be added, as such, in the referenced example the total amount owed the City would be $104,000.00. (b) Repairs that are not ordinary repair costs identified as maintenance costs in (a) above are those repairs that result from damage or failure to wells, pipelines, pumping plants or treatment systems that convey water pursuant to this agreement, and shall be reimbursed by the District based on an allocated percentage amount equal to the City's percentage of water delivered to District through the wells, pipelines, pumping plants or treatment systems that convey water pursuant to this agreement compared to the City's production of water. The first year's percentage shall be calculated using a running monthly average. Each subsequent year the percentage shall be calculated annually. The City shall, if requested by the District, provide supporting documentation for such costs for unforeseen repairs including calculated method for establishing the allocated cost. The District shall pay the amount of the invoice to the City within forty- five (45) days of the invoice date. As an example, in the event that the City incurs a $50,000 cost to repair a damaged wei/line that conveys water pursuant to this Agreement, and a the total annual amount produced by the City was 20,000 acre feet; and the City delivered 2,000 acre feet to the District under this agreement, the cost allocated to the District for repairs is: 2,000 acre-ft I 20,000 acre-ft x 100 = 10%. 10% of $50,000 = $5,000 to be paid by the District for repairs in addition to any amounts owed under subpart (a). (c) The Parties expressly agree and acknowledge that payment of such allocated costs of such maintenance shall not entitle the District to any ownership rights. Such allocated maintenance costs shall be billed on an annual basis to the District, beginning with the year in which this Agreement becomes effective (such allocated maintenance costs shall be prorated for the first year of the term hereof based on the effective date of this Agreement). The City shall, if requested by the District, provide supporting documentation for such allocated maintenance costs with the invoice for such costs. The District shall pay the amount of the invoice to the City within forty-five (45) days of the invoice date. Failure of the District to abide and comply with the terms of this Section shall constitute grounds for the termination of this Agreement by the City. ARTICLE Ill PROVISION OF WATER, CONDITIONS AND SUPPLY Section 3.1 Delivery of Water. (a) Upon completion of the Connection Facilities and approval of the construction and completion thereof by the City, the City will make potable water available to the District at the Connection through the Connection Facilities upon the terms and conditions set forth herein. The water shall be groundwater and subject to Laguna Beach County Water District Page 5 OCWD replenishment water rates payable by the District. The maximum flow of water through the Connection Facilities for delivery to the City shall be 4.0 CPS. (b) Potable water passing through the Connection Facilities shall be considered to be delivered to the District at the point of the Connection. (c) Ail such water deliveries hereunder shall be metered at the Connection Facilities and the District shall be responsible for payment of all water delivered under the terms of Section 3.2 hereof. Meter readings shall be taken on a monthly basis by the City and the readings promptly thereafter reported in writing to the District. (d) Water supplied under the terms of this Agreement shall at all times be considered to be an interruptible source of water, interruptible at the City's sole discretion and the City shall be entitled and empowered to exercise such discretion as to any such interruption(s). The City Manager or his designee shall, when possible, make a good faith effort to provide the District with at least 12 hours prior notice of an interruption in the water availability and the anticipated duration of the interruption. In the event of an emergency that threatens health, welfare or safety or other circumstances beyond the control or expectation of the City, as determined by the City, the City may interrupt the flow of water at the Connection Facilities upon provision of a shorter notice period, but shall endeavor to provide the District with as much advance notice of such discontinuation of water service as may be feasible under the circumstances then existing. The right of the District to receive water under the terms of this Agreement are, and shall under all circumstances remain, subordinate to the needs and water demands, including, but not limited to, flow requirements, of the City. The City Manager or his designee; shall notify the District when such interruption period ends and shall coordinate with the District reiative to the resumption of provision of water service. Section 3.2 Pavment for Water Delivered. Subject to the provisions of this Agreement, the District will be responsible for payment of OCWD's replenishment charges for all quantities of water delivered hereunder subject to the price, rates, classification and conditions which OCWD establishes from time to time for such water and any agreement as between OCWD and the District for potable water deliveries. Billing rate disputes shall be resolved by and between City and the District and OCWD. Section 3.3 Deliverv Amount Dispute Resolution. If any question arises as to the amount of water delivered through the City's facilities to the District through the Connection, then the City and the District agree to meet and confer with each other and with OCWD within a reasonable time thereafter for the purpose of resolving such question, however, the decision of the City Manager shall be final, as between the City and the District, in determining the amount of water delivered to the District. Section 3.4 OCWD Conditions. The City accepts and agrees to comply with each and all of the applicable terms, conditions and regulations of OCWD affecting Laguna Beach County Water District Page 6 6-12 6-13 production of potable groundwater under the terms hereof as from time to time amended. Section 3.5 Water Quality. The City shall be responsible for the maintaining Water Quality testing and treatment of water delivered to the connection point and the Connection Facilities. Upon request, City shall provide Water Quality testing procedures and results for water delivered at connection point. District shall be responsible for water quality testing and treatment of water after the connection point entering Districts water system. Section 3.6 Retention of Authority and System Responsibility. No party by entering into this Agreement relinquishes or transfers to any of the other parties any of its independent statutory or other powers, responsibilities or obligations relative to the provision of water service, administration and enforcement of water quality requirements, or operation of its water system or facilities. Each party shall remain responsible for compliance with all applicable State and federal law and regulatory requirements with respect to its water service and/or water system or facilities. ARTICLE IV TERM OF AGREEMENT; EXTENSION; TERMINATION Section 4.1 Term of Agreement: Renewal. (a) This Agreement shall become effective as of the date the Connection Facilities are completed and placed in service pursuant to the terms hereof. The term of this Agreement shall be in perpetuity subject to earlier termination pursuant to the terms of Section 4.2. Section 4.2 Termination. Either Party may terminate this Agreement upon ninety (90) days' prior written notice to the other Party provided that all of that Party's obligations and responsibilities under the term of this Agreement are at such time current. Section 4.3 Actions and Costs Upon Termination. Upon the termination of this Agreement, the point of connection between the potable water systems of the District and the City may be valved off, or severed, as the City, in its sole discretion, shall determine and direct. In such event, the City may recover and salvage the water meter installed as part of the Connection Facilities at its discretion. The cost(s) of such severance and related actions shall be the sole responsibility and liability of the City. Any costs incurred by the City as a result of such final actions shall be invoiced to the District and the District shall promptly pay such invoiced amount(s). ARTICLEV GENERAL PROVISIONS Laguna Beach County Water District Page 7 6-14 Section 5.1 Indemnity. Each party to this Agreement (indemnitor) agrees to defend, indemnify and save and hold harmless each and every other indemnitor hereto from any and all claim, liability, losses, or damages or damages arising out of indemnitor's claimed sole negligence in performance of this Agreement. Such indemnification shall include reasonable attorney's fees and reasonable engineering expense incurred in the defense of the claim. Each indemnitor acknowledges that in the negotiation of this Agreement it is represented by an attorney. It is expressly understood that the provision for indemnification for a reasonable attorney's fees in this Agreement does not constitute a general provision for recovery of attorney's fees as costs of suit as provided for in California Civil Code Section 1717. The liability of any indemnitor shall be several only. In no event shall any indemnitor be liable jointly to any other indemnitor or to any third person on account of the act or omission or liability without fault of any indemnitor. In the defense or compromise of any claim where the concurrent active or passive negligence or the liability without fault of several indemnitors or third parties is alleged, each indemnitor against whom such claim is made shall be liable only for those costs of defense or damages which are attributable to proportionate liability of such indemnitor as such may be found by a court of competent jurisdiction or as agreed to by the claimed against indemnitors in the event of a compromise of a settlement of the claim. By receiving water service, the District accepts and is deemed to have consented to such conditions of pressure and service as are provided at the Connection Facilities, and as a condition of service hereby agrees to hold the City harmless from any damages arising out of low pressure or high pressure conditions or interruptions of service. The City shall not be liable for any damage to persons or property caused in any manner by the use of water beyond its meters nor for any damage resulting from its failure or inability to deliver water for any length of time. Section 5.2 Partial Invalidity. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. Section 5.3 Record Keeping: Inspection of Records. Each Party hereto agrees to keep and maintain full and accurate records of billings, invoices and payments made pursuant to the terms hereof. Each Party further agrees to make such records available to the other Parties hereto during normal business hours upon reasonable prior notice. All such records shall be kept and maintained by the appropriate Party for a period of not less than three (3) years after the effective date of such document(s). Laguna Beach County Water District Page 8 6-15 Section 5.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto. This Agreement may not be assigned without the prior written consent of the other Party hereto, and any such non-consented assignment shall be void. Section 5.5 Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party or other person shall be deemed to have been received when personally delivered or upon deposit of the same in the United States Post Office registered or certified, postage prepaid, addressed as follows: City: District: City of Newport Beach Municipal Operations Department 1 00 Civic Center Drive P.O. Box: 1768 Newport Beach, CA 92658 Laguna Beach County Water District 3065 Third St. Laguna Beach, CA 92651 Each party may change its address for delivery of notice by delivering written notice of such change or address to the other parties within ten (1 0) calendar days prior to such change. Section 5.6 Claims. District and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, District shall be required to file any claim District may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). Section 5.7 Compliance with all Laws. District shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by District shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. Section 5.8 Captions. The captions to Sections used herein are for convenience purposes only and are not part of this Agreement. Section 5.9 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the parties with respect to the subject matter of this Agreement. Laguna Beach County Water District Page 9 6-16 Section 5.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto. This Agreement may not be assigned without the prior written consent of the other Party hereto, and any such non-consented assignment shall be void. Section 5.5 Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party or other person shall be deemed to have been received when personally delivered or upon deposit of the same in the United States Post Office registered or certified, postage prepaid, addressed as follows: City: District: City of Newport Beach Municipal Operations Department 1 00 Civic Center Drive P.O. Box: 1768 Newport Beach, CA 92658 Laguna Beach County Water District 3065 Third St. Laguna Beach, CA 92651 Each party may change its address for delivery of notice by delivering written notice of such change or address to the other parties within ten (1 0) calendar days prior to such change. Section 5.6 Claims. District and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, District shall be required to file any claim District may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). Section 5.7 Compliance with all Laws. District shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by District shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. Section 5.8 Captions. The captions to Sections used herein are for convenience purposes only and are not part of this Agreement. Section 5.9 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the parties with respect to the subject matter of this Agreement. Laguna Beach County Water District Page 9 6-17 Section 5.18 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and any attachments attached hereto, the terms of this Agreement shall govern. Section 5.19 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. Section 5.20 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. Section 5.21 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. [SIGNATURES ON NEXT PAGE] Laguna Beach County Water District Page 11 6-18 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first hereinabove written. CITY OF NEWPORT BEACH, a Ca lifornia municipal corporation Date : _______ _ By : ____________ _ Dave Kiff C ity Manager APPROVED AS TO FORM : CITY ATTORNEY'S OFFICE Date : L-J II Y \l (R By :~ lA..___ --- Aaron C. Harp C ity Attorney ATTEST: Date : ------- By : ____________ _ Leilani I. Brown City Clerk LAGUNA BEACH COUNTY WATER DISTRICT, a Cal ifornia special government district Date : --------- By :. ____________ _ [name] Gene ral Manager APPROVED AS TO FORM: Date : _______ _ By : ____________ _ Name T itle ATTEST: Date: -------- By :-:-:-------------- Name Title [END OF SIGNATURES] ATTACHMENTS : Exhibit A: Connection Facil ities Description Lagu na Beach County Water District Page 12 6-19 EXHIBIT A CONNECTION FACILITIES DESCRIPTION Laguna Beach County Water District Page A-1 /. Metering Structure Scnooi Connection Point Focilities Description.mxd CONNECTION FACILITIES DESCRIPTION EXHIBIT A City of Newport Beoch GIS Division April 06, 201 6-20