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HomeMy WebLinkAboutOCSD 16-20 (REPEALED)RESOLUTION NO. OCSD 16-20 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ACCEPTING THE PROPOSITION 84 INTEGRATED REGIONAL WATER MANAGEMENT PROGRAM 2015 IMPLEMENTATION GRANT FUNDING CONTRACT FOR NEWHOPE-PLACENTIA TRUNK SEWER REPLACEMENT PROJECT 2-72 WHEREAS, in May of 2015, the Orange County Sanitation District, applied for a Proposition 84 Integrated Regional Water Management Implementation Grant (Administered by the California Department of Water Resources (DWR)) to help fund the $104,890,000 Newhope-Placentia Trunk Sewer Replacement Project 2-72; and, WHEREAS, the DWR and Santa Ana Watershed Project Authority (SAWPA) entered into a 2015 Proposition 84 Integrated Regional Water Management Implementation Grant Agreement, providing that SAWPA would serve as the · administrator and program manager for grant funds related to the Santa Ana Watershed; and, WHEREAS, SAWPA intends to disburse a portion of the $64,267,686 in grant funds for the Orange County Sanitation District's (Sub-Grantee) Newhope-Placentia Trunk Sewer Replacement Project 2-72 by way of the attached Agreement (Attachment "A"); WHEREAS, in August 2016, the District was notified that it is eligible for a Proposition 84 Integrated Regional Water Management Implementation Grant in an amount not to exceed $1,000,000. As a condition for receiving the grant, the District must enter into an Agreement with SAWPA and comply with all the requirements detailed therein; and, WHEREAS, the Board of Directors is willing to accept the Proposition 84 Integrated Regional Water Management Implementation Grant, and agrees to comply with all the terms and conditions of the Grant Agreement. NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: That the District accepts the Proposition 84 Integrated Regional Water Management Implementation Grant. Section 2: That the Proposition 84 Integrated Regional Water Management Implementation Grant will be used for partial funding of the Newhope-Placentia Trunk ocso 16-20-1 Sewer Replacement Project 2-72 in accordance with the terms and conditions specified in the Grant Agreement. PASSED AND ADOPTED at a regular meeting of the Bo aN of Directors held October 26 , 2016. OCSD 16-20-2 STATE OF CALIFORNIA ) ) SS COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 15-20 was passed and adopted at a regular meeting of said Board on the 25th day of October 2015, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: Beamish; Beard (Alternate); Choi; Curry; Deaton; Ferryman; Katapodis; Kiley; Kim; Kring; Mills; R. Murphy; Nagel; Neugebauer; Nielsen; Parker; Sebourn; Shawver; F. Smith; T. Smith; Steel; Tinajero; Wanke; and Yarc None None Withers IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 25th day of October 2015. oard of Directors Orange County Sanitation District OCSD 16-20-3 PROPOSITION 84 INTEGRATED REGIONAL WATER MANAGEMENT PROGRAM 2015 IMPLEMENTATION GRANT FUNDING CONTRACT BETWEEN THE SANTAANA WATERSHED PROJECT AUTHORITY AND ORANGE COUNTY SANITATION DISTRICT This Proposition 84 Integrated Regional Water Management Program ("IRWMP") 2015 Solicitation Implementation Grant Funding Contract is made between Santa Ana Watershed Project Authority ("SA WPA") and Orange County Sanitation District (the "Sub-Grantee"). SA WPA and the Sub-Grantee may be individually referred to as "Party", and collectively referred to as the "Parties". WHEREAS, Section 79560 et seq. of the Water Code establishes the IRWMP providing approximately Nine Hundred Million dollars ($900,000,000) for local assistance grants to be allocated to projects that implement projects and/or programs to accomplish deliverables such as protecting regions from drought, improving regional water quality and improving regional water security by reducing dependence on imported water; and WHEREAS, on XXXX, the California Department of Water Resources ("D WR") and SA WP A entered into a 2015 Proposition 84 Integrated Regional Water Management Implementation Grant Agreement ("Grant Agreement"), which is attached hereto as "Attachment A", providing that SA WPA would serve as the program manager for the Sixty Four Million Two Hundred Sixty Seven Thousand Six Hundred Eighty-Six dollar ($64,267,686) in grant funds to be disbursed to the Sub-Grantee and other Sub- Grantees, consistent with IRWMP requirements, and ensuring that the maximum benefit of such funds are realized in the Santa Ana River Watershed; and WHEREAS, consistent with the Grant Agreement between DWR and SA WPA, SA WPA intends to disburse a portion of the $64,267,686 in grant funds for the Sub-Grantee's Newhope-Placentia Trunk Sewer Replacement Project 2-72 Project ("Project") by way of this Contract with the Sub-Grantee; and THEREFORE, based on the foregoing incorporated recitals and in consideration of the mutual covenants and conditions set forth in this Contract, the Parties hereby agree to the following: SECTION 1. PROJECT DESCRIPTION AND SUB-GRANTEE DELIVERABLES The Project will increase the size of the existing Newhope-Placentia Trunk Sewer by installing approximately 34,800 linear feet (LF) of pipe on State College Boulevard from the Yorba Linda Pump Station (Yorba Linda Boulevard and State College Boulevard in the City of Fullerton, California) to Orangewood Avenue (Orangewood Avenue and State College Boulevard in the City of Anaheim, California; South of Los Angeles Angels of Anaheim Baseball Stadium). The Project will also modify the Rolling Hills Sub-trunk Sewer by installing approximately 3,500 LF of pipe north of the Yorba Linda Pump Station in the City of Fullerton. The Sub-Grantee's Project deliverables include: • The installation of a total of approximately 38,300 LF of pipe will provide the required capacity for current and future sewer flows. The pipeline diameter for the Project will approximately range from 30 inches at the upstream end, up to 66 inches at the downstream end. 2015 IRWM Implementation Contract August 2016 • Through implementation of the Project, approximately eight (8) million gallons per day (MGD) of the sewer flows from the Newhope-Placentia Truck Sewer currently going to the Santa Ana Regional Interceptor ("SARI") will be diverted to the Sub-Grantee's Plant No. 1 ("Pl") in the City of Fountain Valley for treatment before being sent to the Groundwater Replenishment System ("GWRS"). From GWRS, the 8 MGD is stored in the Orange County Groundwater Basin ("Basin") by the Sub-Grantee's partner Orange County Water District, where the water will be pumped by various water suppliers and used to protect the Basin from seawater intrusion. • Approximately six (6) MGD, equivalent to 6,300 acre feet per year (AFY), of the eight (8) MGD will reduce salt loading by 4,170 tons/year, which is equivalent to reducing the Total Dissolved Solids levels in the 6,300 AF of Basin water by 457 mg/L per year ifthe Project water was used in place of the other main source of Basin recharge water, imported water, because the GWRS water has a lower salt content. The 6 MGD will also provide the multiple benefit of new water supply to water users through Basin pumping and the 2 MGD will protect the Basin by pumping it into the seawater protection barrier managed by the Sub-Grantee's partner Orange County Water District. • The Project Monitoring Plan as described in Paragraph 21 of the Grant Agreement. The Project Monitoring Plan must be approved by SA WP A and DWR before the Sub-Grantee implements any sampling or monitoring activities. The Sub-Grantee will report on the benefits of the Project based on the Project Monitoring Plan using a final Project Completion Report and Post Performance Reports described in Section 18 and Section 20 of this Contract. • All other deliverables described in the Grant Agreement such as the deliverables listed in Paragraph 15 of the Grant Agreement SECTION2. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE; SUB-GRANTEE GENERAL COMMITMENT This Contract incorporates and includes as part of its terms and conditions the Grant Agreement. In the event of any inconsistency between this Contract and the Grant Agreement, except as otherwise specifically provided, the inconsistency shall be resolved by giving precedence to the Grant Agreement. The Sub-Grantee shall comply with all terms, provisions, conditions, and commitments of this Contract and the Grant Agreement. Such compliance shall include providing SA WPA with all deliverables, budget detail, reports and all other documents required by the Grant Agreement. On behalf of and for the benefit of SA WP A, Sub-Grantee shall comply with all of the obligations and requirements of the Grant Agreement as ifthe Sub-Grantee were the "Grantee" under the terms of the Grant Agreement. Such compliance shall be to the fullest extent necessary and as may be required by SA WPA in order to enable SA WP A to comply with the Grant Agreement as "Grantee." SECTION3. ESTIMATED ELIGIBLE PROJECT COSTS; GRANT AMOUNT The estimated reasonable cost of the Project at the time of SA WP A's and DWR' s approval of the Grant Agreement is One Hundred Four Million Eight Hundred Ninety Thousand dollars ($104,890,000) for implementation of the Project. Subject to all of the terms, provisions, and conditions of this Contract, and subject to the availability of the grant funds, SA WPA shall disburse such grant funds in a sum not to exceed One Million dollars ($1,000,000). However, SAWPA's actual grant disbursements to the Sub- 2 2015 IRWM Implementation Contract August 2016 Grantee under this Contract shall not exceed payments received from the DWR. All grant disbursements will be reimbursements. Per Exhibit D of the Grant Agreement, the DWR shall withhold retention. If the Sub-Grantee proceeds to construction of the Project, the final grant amount will be determined in accordance with the provisions of this Contract. If the Sub-Grantee fails or refuses to proceed with or complete the construction of the Project, SA WP A may consider such failure or refusal to be a material violation and breach of this Contract. SA WP A shall have all rights and remedies as are otherwise available to it for breach of this Contract by the Sub-Grantee. If actual Project costs exceed the Project's estimated reasonable cost, SA WP A shall have no obligation to provide grant funds for such exceedence. Eligible Project costs include the reasonable costs of studies, engineering, design, land and easement acquisition, legal fees, preparation of environmental documentation, environmental mitigations, monitoring, and construction. Reasonable administrative expenses may be included as eligible Project costs or cost share and will depend on the complexity of the Project preparation, planning, coordination, construction, acquisitions, implementation, and maintenance. Reasonable administrative expenses are the necessary costs incidentally but directly related to the Project including the portion of overhead and administrative expenses that are directly related to the Project. Costs not eligible for reimbursement or eligible to be counted as cost share are described in Paragraph ten (10) of the Grant Agreement. Work performed after January 1, 2011, is eligible to be counted as cost share. Work performed after January 17, 2014, is eligible for grant reimbursement. SECTION 4. SCOPE OF WORK AND COMPLETION OF PROJECT The Scope of Work shall be as provided for Sub-Grantee's Project described in the Grant Agreement, Section 1 of this Contract and any Amendments to the Grant Agreement and/or Contract. The Parties understand that time is of the essence, and agree to expeditiously proceed with and complete the Project. SECTIONS. DISBURSEMENT Grant funds will be disbursed in accordance with the disbursement provisions of the Grant Agreement. Retention is stipulated in Exhibit D of the Grant Agreement. SECTION6. FISCAL MANAGEMENT SYSTEMS AND ACCOUNTING STANDARDS The Sub-Grantee agrees that, at a minimum, its fiscal control and accounting procedures shall be sufficient to permit tracking of grant funds to a level of expenditure adequate to establish that such funds have not been used in violation of State law or this Contract. The Sub-Grantee shall maintain separate Project accounts in accordance with generally accepted government accounting standards and the conditions outlined in Exhibit D of the Grant Agreement. SECTION7. TERM 3 2015 IRWM Implementation Contract August 2016 This Contract shall not be effective until it has been executed by SAWPA. The Term of this Contract shall be until the Project Completion Report for the Sub-Grantee's Project has been accepted by DWR, unless sooner terminated pursuant to the provisions of this Contract or the Grant Agreement. Notwithstanding the foregoing, the obligations of this Contract and the Grant Agreement shall continue through the life of the Project. SECTIONS. COVENANT TO OPERATE AND MAINTAIN PROGRAM The Sub-Grantee shall properly staff, operate and maintain all portions of the Project described in this Contract and the Grant Agreement, including, but not limited to, program management, contractor oversight and monitoring, during the Project's useful life and in accordance with this Contract, the Grant Agreement, and all applicable state and federal laws, rules and regulations. In the event that the Sub-Grantee assigns or transfers all or any portions of the Project to another entity, the Sub-Grantee shall be responsible to ensure that the assignee or transferee of all or any portions of the Project shall properly staff, operate and maintain all portions of the Project during its useful life and in compliance with this Contract, the Grant Agreement, and all applicable state and federal laws, rules and regulations. The Parties to this Contract understand and agree that this covenant shall survive the expiration or termination of this Contract. The Parties further understand and agree that this covenant is for the benefit of SA WPA and DWR and shall be enforceable during the useful life of the Project facilities. The Parties agree that the useful life of the Project facilities is fifty (50) years from and after Project completion and the Sub-Grantee shall comply with Paragraph 20 of the Grant Agreement. The Sub-Grantee shall not abandon, substantially discontinue use of, lease, or dispose of the Project, including its construction, or any significant part or portion thereof, during the useful life of the Project without SA WPA's and DWR's prior written approval. SECTION9. ASSIGNMENT Neither this Contract, nor any duties or obligations under this Contract, nor any of the Project facilities referenced in this Contract, or the Grant Agreement shall be assigned by any Party without the prior written consent of the other Party. Should an assignment or transfer occur, whenever SA WP A or the Sub-Grantee are named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in SA WPA and the Sub-Grantee, and all Contract and covenants required hereby to be performed by or on behalf of SA WP A and/or the Sub-Grantee shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. SECTION 10. COMPLIANCE WITH LAWS AND REGULATIONS The Sub-Grantee agrees that it shall, at all times, comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, rules, regulations and guidelines. The Sub-Grantee shall comply with, implement, and fulfill all environmental mitigation measures applicable to the Project, and which may otherwise be required by this Contract and the Grant Agreement, the California Environmental Quality Act ("CEQA"), and the State CEQA Guidelines. SECTION 11. ACKNOWLEDGEMENT OF CREDIT/SIGNAGE REQUIREMENTS 4 2015 IRWM Implementation Contract August 2016 The Sub-Grantee shall include appropriate acknowledgement of credit to the State, SA WPA and to all cost-sharing partners for their support when promoting the Project or using any data and/or information developed under this Contract. During construction and post-construction the Grantee shall install a sign in compliance with Exhibit D of the Grant Agreement. In addition to the sign requirements required under Exhibit D, the sign shall include the One Water One Watershed logo (to be provided by SAWPA). Before it is constructed, the Sub-Grantee shall provide the draft design layout of the sign to SA WP A for approval. The Sub-Grantee shall notify SA WP A that the sign has been erected by providing them with a site map with the sign location noted and a photograph of the sign. SECTION 12. CONSTRUCTION ACTIVITIES AND NOTIFICATION The Sub-Grantee shall immediately notify SA WP A in writing of: (1) Any substantial change in the scope, budget, or work performed of the Project. The Sub- Grantee agrees that no substantial change in the scope of the Project may be undertaken until written notice of the proposed change has been provided to SA WP A, and SA WP A and DWR have given written approval for such a change; (2) Any public or media event publicizing the accomplishments and/or results of this Grant Agreement and provide the opportunity for attendance and participation. Sub-Grantee must notify SA WP A at least twenty (20) calendar days prior to the event. (3) Unscheduled cessation of all major construction work on the Project where such cessation of work is expected to or does continue for a period of thirty (30) calendar days or more; ( 4) Any circumstance, combination of circumstances, or condition which is expected to delay project completion for a period of ninety (90) calendar days or more beyond the initial estimated date of completion of the Project previously provided to SA WP A; (5) Completion of construction of the Project and provide SA WP A and DWR the opportunity to participate in the inspection. Sub-Grantee must notify SA WP A at least twenty (20) calendar days prior to final inspection. SECTION 13. PAYMENT OF PROJECT COSTS BY SUB-GRANTEE The Sub-Grantee shall provide for and make payment for all Project costs. All costs and payments for the Project shall be paid by the Sub-Grantee promptly and in compliance with all applicable laws. SECTION 14. WITHHOLDING OF GRANT DISBURSEMENTS SA WPA may withhold all or any portion of the grant funds provided for by this Contract in the event that: (1) The Sub-Grantee has violated, or threatens to violate, any term, provision, condition, or commitment of this Contract; 5 2015 IRWM Implementation Contract August 2016 (2) The Sub-Grantee fails to maintain reasonable progress toward completion of the Project; or, (3) DWR invokes Section 13 or Section 14 of the Grant Agreement.= SECTION 15. INVOICING (A) Invoices shall be completed on a State-provided invoice form and shall meet the following format requirements: (1) Invoices must contain the date of the invoice, the time period covered by the invoice, and the total amount due. (2) Invoices must be itemized. The amount claimed for salaries/wages/consultant fees must include a calculation formula (i.e. hours or days worked times the hourly or daily rate = the total amount claimed). Refer to Attachment C. (3) Each invoice shall clearly delineate those costs claimed for reimbursement from the State's grant amount ("Grant Amount") and those costs that represent the Sub-Grantee's cost share ("Cost Share") as applicable. State funding cannot be used for Cost Share. Sufficient evidence of the costs (i.e. receipts, copies of checks, timesheets) reflecting the Grant Amount and Cost Share must be included in the invoice. ( 4) The total Grant Amount and Cost Share to be documented through invoicing is provided in the Grant Agreement. Additional cost share ("Additional Cost Share") as provided in the Grant Agreement does not need to be included in invoicing. (B) Invoices also shall include the following information: (1) Costs incurred for work performed in implementing the Project during the period identified in the particular invoice. (2) Costs incurred for any interests in real property (land or easements) that have been necessarily acquired for the Project during the period identified in the particular invoice for the construction, operation, or maintenance of the Project. (3) Appropriate receipts and documentation that show the total outlays for the Grant Amount and Cost Share. Receipts and documentation do not need to be provided for Additional Cost Share. SECTION 16. PROGRESS REPORTS Progress Reports shall be completed using the templates provided in Attachment B. Progress Reports shall provide a brief description of the work performed under all funding categories (Grant Amount, Cost Share and Additional Cost Share), activities, milestones achieved, and any accomplishments as well as any problems encountered in the performance of the Project. The first Progress Report shall cover the period between January 1, 2011 and xxxx, 2016, and be submitted no later than xxxx, 2016 to SA WP A, with future Progress Reports due on successive three month increments. Each Progress Report shall be delivered to 6 2015 IRWM Implementation Contract August 2016 SA WP A fifteen (15) calendar days after the close of the reporting period. Progress Reports are required until the Project Closeout Documentation is received and submitted to DWR. SECTION 17. RECORDS AND REPORTS (A) Without limitation on the requirement that Project accounts be maintained in accordance with generally accepted government accounting standards, the Sub-Grantee shall comply with the records and reporting requirements imposed by the Grant Agreement, and shall also: (1) Establish an official Project file that documents all significant actions relative to the Project; (2) Establish separate accounts that adequately and accurately itemizes and describes all amounts received and expended on the Project, including all grant funds received under this Contract; (3) Establish separate accounts that adequately and accurately itemizes and describes all income received which is attributable to the Project, specifically including any income attributable to grant funds disbursed under this Contract; ( 4) Establish an accounting system that adequately and accurately itemizes and describes final total costs of the Project, including both direct and indirect costs; (5) Establish such accounts and maintain such records as may be necessary for the State, DWR and SA WPA to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations; and (6) If Force Account is used by the Sub-Grantee for any phase of the Project, establish an account that adequately and accurately itemizes and describes all employee hours, and associated tasks charged to the Project per employee. (B) The Sub-Grantee shall require all Project contractors and subcontractors to maintain books, records, and other material relative to the Project in accordance with generally accepted accounting standards, and to require that such contractors and subcontractors retain such books, records, and other material for a minimum of three (3) years after final payment under this Grant Agreement. The Sub-Grantee shall require that such books, records, and other material shall be subject, at all reasonable times, to inspection, copying, and audit by SA WPA, DWR, the State of California or their authorized representatives. (C) The Sub-Grantee shall maintain its books, records and other material concerning the Project in accordance with generally accepted government accounting standards and as required by the Grant Agreement. (D) All documents required or requested to be provided to SA WP A shall be submitted electronically in the both the native format (e.g. Microsoft Word, Microsoft Excel, etc) and PDF. All documents shall be public domain or the property of SA WP A once submitted. (E) The Sub-Grantee agrees to expeditiously provide, during work on the Project and for three (3) years after final payment under this Grant Agreement, such reports, data, information and certifications as may be reasonably required by SA WP A, DWR, the State of California, or their 7 2015 IRWM Implementation Contract August 2016 authorized representatives. Such documents and information shall be provided in electronic format. SECTION 18. PROJECT REVIEW AND EVALUATION; FINAL REPORTS AND AUDIT (A) SA WP A may perform a Project review or otherwise evaluate the Project to determine compliance with the contract documents at any time or if questions about the proper use or management of the funds arise. SA WP A may review or evaluate the contractor or vendor for compliance with the terms and conditions of the contract document. The Project review and evaluation may be performed by SA WP A or may be contracted to a responsible third party. Any findings and recommendations of the Project review and evaluation shall be addressed by the Sub-Grantee within sixty (60) calendar days of the date such findings and recommendations are provided to the Sub-Grantee and before the next invoice is paid by SA WP A. (B) At least fifteen (15) calendar days prior to submission of the final project invoice, Sub-Grantee shall provide SA WP A the Disposition of Equipment per Exhibit D of the Grant Agreement. (C) In addition to the documents and deliverables required to be provided by the Grant Agreement, within seventy-five (75) calendar days after completion of Project the Sub-Grantee shall provide to SA WPA a final Project Completion Report. The final Project Completion Report shall include, at a minimum the information required in Exhibit G of the Grant Agreement. The final Project Completion Report shall be accompanied by such other financial information as may be required by SA WPA or DWR to verify Sub-Grantee entitlement to grant funds, to assure program integrity, and to comply with any federal or state requirements. A duly authorized representative of the Sub-Grantee shall certify the Project Completion Report as correct. (D) SA WPA may call for an audit of financial information relative to the Project, where SA WPA determines that an audit is desirable to assure program integrity or where such an audit becomes necessary because of federal or state requirements. Where such an audit is called for, the audit shall be performed by a Certified Public Accountant independent of the Sub-Grantee and at the cost of the Sub-Grantee. The audit shall be in the form required by SA WP A. SECTION 19. PROJECT CLOSEOUT DOCUMENTATION To ensure that that the Project is closed out in a manner that provides an auditable file for SA WP A, Sub- Grantee shall follow a close-out procedure that includes payment of all subcontracts, completion of all punch lists, defects correction, satisfaction of warranty or guarantee issues, and any other requirements for the completion of the scope of work. Such close-out procedures shall include those procedures contained in the Grant Agreement or otherwise required by SA WPA and DWR. SECTION20. POST-PERFORMANCE REPORTS Post-Performance Reports as described in Exhibit G of the Grant Agreement shall be submitted to SA WPA within seventy-five (75) calendar days after the first operational year of the Project has elapsed. This record keeping and reporting process shall be repeated annually for a total of ten (10) years after the completed Project begins operation. The format of the Post Performance Report is outlined in both the Project Completion Report Section 19 (f) and in Exhibit G of the Grant Agreement. The Parties to this Contract understand and agree that this covenant shall survive the expiration or termination of this Contract while not to exceed the Post-Performance Reporting period. 8 2015 IRWM Implementation Contract August 2016 SECTION21. MONITORING REQUIREMENTS Not used. SECTION22. TERMINATION; IMMEDIATE REPAYMENT; INTEREST (A) SA WPA may terminate this Contract at any time prior to completion of the Project for Sub- Grantee's violation of any provision of this Contract upon written notice by SA WPA of the violation and failure of Sub-Grantee to come into compliance within a reasonable time as established by SA WP A. (B) In the event of such termination, the Sub-Grantee agrees, upon demand, to immediately repay to SA WPA an amount equal to the amount of grant funds disbursed to the Sub-Grantee prior to such termination. In the event of termination, prejudgment interest shall accrue on all amounts due from the date that notice of termination is mailed to the Sub-Grantee to the date of full repayment by the Sub-Grantee. (C) SA WPA may terminate this Contract should DWR terminate SA WPA as program manager, or terminate funding for this Contract or the Project or should DWR terminate its standard agreement with SA WPA on this Project. Upon such DWR-caused termination, SA WPA shall not be liable to Sub- Grantee for any damages, costs or expenses resulting from such termination. If such DWR-initiated termination results from SAWPA's violation of the Grant Agreement that is not caused by Sub-Grantee, Sub-Grantee shall not be required to repay to SA WP A any of the grant funds received for the project. SECTION 23. DAMAGES FOR BREACH AFFECTING TAX EXEMPT STATUS In the event that any breach of any of the provisions of this Contract or other action by the Sub-Grantee shall result in the loss of tax exempt status for any bonds, or if such breach shall result in an obligation on the part of the SA WP A to reimburse the federal government by reason of any arbitrage profits, the Sub-Grantee shall immediately reimburse SA WPA and/or DWR in an amount equal to any damages paid by or loss incurred by the State due to such breach. SECTION 24. ARBITRATION Any dispute which may arise under this Contract by and between SA WP A and the Sub-Grantee, including the Sub-Grantee's subcontractors, laborers, and suppliers, shall be submitted to binding arbitration. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California, and all other applicable laws. Unless the Parties stipulate in writing to the contrary, prior to the appointment of the arbitrator, all disputes shall first be submitted to non-binding mediation. SECTION25. COSTS AND ATTORNEY FEES In the event of arbitration or litigation between the parties hereto arising from this Contract, it is agreed that the prevailing party shall be entitled to recover reasonable costs and attorney fees. SECTION26. WAIVER 9 2015 IRWM Implementation Contract August 2016 Any waiver of any rights or obligations under this Contract or the Grant Agreement shall be in writing and signed by the Party making such waiver, and approved by SA WPA and the DWR. SECTION 27. AMENDMENT This Contract may be amended at any time by mutual written agreement of the Parties. SECTION28. SA WPA REVIEWS; SUB-GRANTEE AS INDEPENDENT CONTRACTOR (A) The Parties agree that review or approval of the Project or Project plans and specifications by SA WP A is for administrative and eligibility purposes only and does not relieve the Sub-Grantee of its responsibility to properly plan, design, construct, operate, and maintain the Project. As between SA WP A and the Sub-Grantee, the Sub-Grantee agrees that it has sole responsibility for proper planning, design, construction, operation, and maintenance of the Project. (B) The Sub-Grantee is an independent contractor exclusively responsible for the design, construction, operation and maintenance of the specific project funded by this Contract and that the Sub-Grantee is not acting as SA WP A's agent, nor is SA WP A acting as an agent of the Sub- Grantee. SECTION29. INDEMNIFICATION (A) The Sub-Grantee shall defend, indemnify and hold harmless SA WPA and DWR and their directors, commissioners, officers, employees, agents and assigns (collectively the "Indemnified Parties") against any and all losses, claims, damages or liabilities, joint or several, including attorneys fees and expenses incurred in connection therewith, to which such Indemnified Parties may become liable in connection with or arising from this Contract, and the transactions, funding and construction activities contemplated by this Contract. Sub-Grantee shall reimburse Indemnified Parties for any legal or other expenses incurred by it in connection with investigating any claims against it and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of or related to this Contract, and the transactions, funding and construction activities contemplated by this Contract. Sub-Grantee shall indemnify and save the Indemnified Parties harmless from and against any claims, losses, damages, attorneys fees and expenses arising from any and all contracts, contractors, subcontractors, suppliers, laborers, and any other person, entity or corporation furnishing or supplying such services, materials or supplies in connection with Sub-Grantee's Project funded, in part, by this Contract. Sub-Grantee shall indemnify and save Indemnified Parties harmless from any and all claims, losses, damages, attorneys fees and expenses that may arise from any breach or default by Sub-Grantee in the performance of its obligations under this Contract, or any act of negligence by the Sub-Grantee or any of its agents, contractors, subcontractors, servants, employees or licensees concerning the subject matter of this Contract or the Project. Sub-Grantee shall indemnify and hold the Indemnified Parties harmless from any and all claims, losses, damages, attorneys' fees and expenses arising out of the completion of the Project or the authorization of payment of Project Costs to or by the Sub-Grantee. No indemnification is required under this Section for claims, losses or damages arising out of the sole and exclusive misconduct or negligence under this Contract by SA WP A. (B) The Sub-Grantee understands and agrees that it has complied and will comply with CEQA and the State CEQA Guidelines for the project which is the subject matter of this Contract. Sub- 10 2015 IRWM Implementation Contract August 2016 Grantee understands and agrees that it is ultimately and solely responsible, as the lead agency, for compliance with CEQA and any mitigation measures required for the Project. The Sub- Grantee hereby agrees to indemnify, defend and hold harmless SA WPA and the DWR from any and all claims or actions related to this Project that may be made by any third party or public agency alleging, among other things, violations of CEQA or the State CEQA Guidelines. (C) In addition to complying with the insurance requirements contained in the Grant Agreement, including Exhibit D of that Agreement, the Sub-Grantee shall ensure that adequate insurance coverage is provided by Sub-Grantee and/or its contractors and subcontractors on the Project funded, in part, by this Contract. Such insurance shall include adequate coverage for comprehensive commercial general liability, business auto liability, workers compensation liability, professional and errors and omissions liability, property insurance, including all builders risk insurance. Such insurance coverage shall, at a minimum, insure against injuries to third parties, damage to property owned by third parties, physical damage to the Project and all related facilities, theft of building materials and supplies intended for the Project, delays in Project completion, delays in Project Completion due to strikes and governmental actions, liquidated damages, employee injuries and work-related illnesses, design errors resulting in increased project costs, environmental damage caused by construction activities related to the Project, and nonperformance by the contractors and subcontractors. Such insurance coverages shall be provided by admitted insurance companies authorized to do business in the State of California, and with a minimum "Best's Insurance Guide" rating of "A:VII". SECTION30. PROJECT AND INFORMATION ACCESS The Sub-Grantee agrees to ensure that SA WPA, DWR, or any authorized representative thereof, shall have reasonable access to the Project site at all reasonable times during Project construction, and thereafter for the useful life of the Project. SECTION31. OPINIONS AND DETERMINATIONS Where the terms of this contract provide for action to be based upon the opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary and capricious. 11 2015 IRWM Implementation Contract August 2016 IN WITNESS THEREOF, the parties have executed this Contract on the later date set forth below. Dated: Dated: Dated: Dated: __________ _ SANTA ANA WATERSHED PROJECT AUTHORITY By: Celeste Cantu, General Manager ORANGE COUNTY SANITATION DISTRICT Sub-Grantee By: Chair, Board of Directors By: Kelly A. Lore, Clerk of the Board Approved as to form: By: Bradley Hogin, General Counsel 12 Attachment A Grant Agreement 2015 IRWM Implementation Contract August 2016 (See Grant Agreement Template PDF) 13 2015 IRWM Implementation Contract August 2016 Project: PROJECT STATUS Date: Progress Report#: Implementing Agency: Reporting Period: Overall % Complete XX% BUDGET CATEGORY X: Task x: Attachment B Progress Report Template Work Accomplished During This Reporting Period The following summarizes the key activities accomplished during this reporting period: Scheduling Concerns & Outstanding Issues The following summarizes issues that may delay completion of this task (if applicable): Deliverables Completed this Reporting Period The following project deliverables were completed: WORK ANTICIPATED FOR NEXT PERIOD Project Work for the next reporting period is anticipated to include: PHOTO DOCUMENTATION Include photos taken during the quarter here along with captions for each photo, when appropriate MODIFICATIONS Budget Please describe any informal changes to the budget that were approved by DWR during this period. Schedule Please describe any informal changes to the budget that were approved by DWR during this period. 14 Backup Documentation Summary Table Grantee: SA\\.'PA lnYoicing Perio·d: Project: Project Proponent: Invoice Description Notes Budget Category (A) Project Administration Budget Category (B) Land Purchase/Easement Attachment C Invoice Template Invoice• Budget Category (Cl Planning/Design/Engineering/Environmental Documentation Budget Category (D) Construction/Implementation : ''. 2015 IRWM Implementation Contract August 2016 lnvo ice #-: Date oflm•oice: Invoice Date Invoice Amount Page Number Subtotal(;{! :t - Subtotal(B.l :t - Subtotal (Cl :t - Subtotal([J.l :t - ~' :_,' < ~ '•' .. ·.· Grand Total $ - 15 <Agency> Personnel Hours Sum.mary Date: \Vork Performed: <date range here> Budget Category XX: <Budget Category Title> Employee Classification \\Tork Performed Budget Category XX: <Budget Category Title> Employee Classification Work Performed 2015 IRWM Implementation Contract August 2016 Hours Hourly Total Rate s s . s s . $ . Total $ Hours Hourly Rate Total s s s s . $ . Total $ 16