* Participating Agency pursuant to separate Master Agreement with MWDOC. 1 AGREEMENT FOR SHARING CONSULTANT COSTS FOR
2025 URBAN WATER MANAGEMENT PLANS
This AGREEMENT is made and entered into as of, ___________ 2025, by and between 1) City of Buena Park
2) City of Fullerton*
3) City of Garden Grove
4) City of La Palma
5) City of Orange
6) City of Seal Beach
7) City of Tustin
8) City of Westminster
9) Yorba Linda Water District
10) East Orange County Water District
11) City of Anaheim*
12) City of Fountain Valley
13) City of Newport Beach
14) City of Santa Ana*
15) City of Huntington Beach
16) Mesa Water District
17) City of San Clemente
18) Santa Margarita Water District
19) South Coast Water District
20) Trabuco Canyon Water District
21) Laguna Beach County Water District
22) City of Brea
23) City of La Habra
(collectively "Participating Agencies" and individually "Participating Agency") and the Municipal Water District of Orange County ("MWDOC"). The Participating Agencies and MWDOC are collectively referred to as "Parties."
RECITALS
WHEREAS, under California Water Code section 10621(a), the Participating Agencies are required to update their respective Urban Water Management Plan ("UWMP") at least once every five years; and
WHEREAS, the 202 5 UWMP's shall be updated and submitted to the California Department of Water Resources (“DWR”) by July 1, 2026; and
WHEREAS, each Participating Agency has the responsibility to prepare a separate 2025 UWMP for submission by July 1, 2026; and
Cost Sharing Agreement for 2025 UWMP
2 WHEREAS, the Participating Agencies share many water supply characteristics, including water sources, regional water management agencies, location, climate history, and demographics; and
WHEREAS, pursuant to California Water Code section 10620, subdivision (d)( 3), the Participating Agencies wish to coordinate the preparation of their 2025 UWMPs in the interest of reducing preparation costs; and
WHEREAS, the Participating Agencies and MWDOC desire to cooperate with each other to obtain economies of scale and thereby reduce preparation costs for each of the Participating Agencies; and
WHEREAS, MWDOC and the Participating Agencies have jointly prepared and agreed to a Scope of Work that was incorporated into a Request for Proposals. In response, two consulting firms submitted proposals which were reviewed by a panel comprised of representatives of MWDOC and several Participating Agencies and which resulted in the selection of Carollo Engineers, Inc. ("Consultant") as the consultant to prepare UWMPs for the Participating Agencies (the “Work”); and
WHEREAS, MWDOC and its staff are willing to coordinate this process, including the preparation and administration of a professional services agreement with the Consultant; and the administration of the cost sharing provisions of this Agreement;
NOW, THEREFORE, in consideration of the payment of money as set forth below and the mutual promises of the Parties hereto, it is agreed:
1. Engagement of Consultant and Administration of Consultant Agreement
1.1 MWDOC shall award a professional services agreement for the work identified in the Request for Proposals to Consultant ("Consultant Agreement").
MWDOC shall use its standard professional services agreement form for the Consultant Agreement with minor negotiated deviations permitted by MWDOC General Manger and Legal Counsel and require appropriate types and limits of insurance coverage. Each CGL policy shall identify MWDOC and its directors, officers, agents, employees, attorneys, consultants and authorized volunteers, the Participating Agencies and their respective directors, officials, officers, agents, employees, attorneys, consultants and authorized volunteers, as additional insureds, or be endorsed to identify these parties as additional insureds using a form acceptable to MWDOC. The Consultant Agreement will require the Consultant's insurer(s) to waive all rights of subrogation against MWDOC and its directors, officers, agents, employees, attorneys, consultants and authorized volunteers, and the Participating Agencies and their respective directors, officials, officers, agents, employees, attorneys, consultants and authorized volunteers. The Consultant Agreement will require Consultant to ensure that its sub-consultants, if any, provide similar insurance coverage.
Cost Sharing Agreement for 2025 UWMP
3 1.2 MWDOC shall coordinate all aspects of the proposed work with Consultant and communicate with each Participating Agency, regularly and upon request of the Participating Agency, regarding the status and substance of its 202 5 UWMP.
1.3 MWDOC shall withhold the final payment until such time as every Participating Agency has notified MWDOC that it is satisfied with the final UWMP prepared for it by Consultant.
1.4 Each Participating Agency shall, within a reasonable timeframe, provide all documents, information and assistance requested by the selected contractor during the performance of the Consultant Agreement.
1.5 Each Participating Agency acknowledges that costs may fluctuate as DWR releases the Draft UWMP Guidebook and participating agencies decide whether or not to participate.
2. Cost Sharing by Participating Agencies
2.1 MWDOC shall:
2.1.1 Collect from each Participating Agency upon execution of this Agreement the full amount of the Participating Agency’s proportionate share of the total cost of the Work as described in the Contractor’s proposal, which is in Exhibits A and B.
2.1.2 Inform each Participating Agency of any proposed additional work under the Consultant Agreement that relates to preparation of that Participating Agency's 2025 UWMP and that would result in an increase in that Participating Agency's payment under this Agreement. MWDOC and the affected Participating Agency must both first approve such additional work in writing before MWDOC will notify Consultant to proceed with the work. Exhibit B includes each Participating Agency’s base cost with elected additional items and may be updated pursuant to this section.
Exhibit B will be incorporated into this Agreement by this reference, subject to any approved updates.
2.1.3 Be responsible for making progress payments directly to Consultant from funds paid to MWDOC by Participating Agencies (see section 1.3) for approved additional work.
2.1.4 Prepare a final accounting and either distribute any remaining funds collected from the Participating Agencies back to the Participating Agencies or issue a final bill to Participating Agencies if there are funds due.
2.2 Each Participating Agency shall:
2.2.1 Pay to MWDOC upon execution of this Agreement the full amount of the Cost Sharing Agreement for 2025 UWMP
4 Participating Agency’s proportionate share of the total cost o f the Work as described in the Contractor’s proposal, which is in Exhibit A.
2.2.2 Pay to MWDOC, upon approval of any additional work under the Consultant Agreement that relates to preparation of its 2025 UWMP, the full amount owed for the approved additional work. Each Participating Agency shall bear all costs associated with extra work it approves, described within Exhibits A and B, incorporated into this Agreement by reference.
3. Accounting
Upon request of any Participating Agency, MWDOC will provide copies of the selected Consultant's invoices and MWDOC's payment records.
4. Independent Contractor
Any consultant engaged by MWDOC on behalf of the Participating Agencies as contemplated in this Agreement will not be a party to this Agreement and will not be an employee or agent of MWDOC or any of the Participating Agencies, either as a result of this Agreement or as a result of a professional services agreement between MWDOC and the Consultant. Any consultant engaged as contemplated in this Agreement will be an independent contractor to MWDOC.
5. Warranty, Indemnification and Defense
MWDOC shall use its best efforts in administering the Consultant Agreement, but makes no representations, guarantees or warranties to the Participating Agencies as to the quality or timeliness of work product provided by Consultant pursuant to the Consultant Agreement. All losses or liabilities resulting from any and all actions, claims, penalties, obligations or liabilities, in law or in equity, of every kind or nature whatsoever, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in any manner directly or indirectly connected with any work contemplated by this Agreement shall be subject to the indemnification described in this section. Each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed or occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No Party, nor any officer, board member, employee or agent thereof, shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Parties hereto, their officers, board members employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to any other Parties under this Agreement.
Cost Sharing Agreement for 2025 UWMP
5 6. Notice
Any notice or communication required to be given under this Agreement shall be in writing and effective when deposited, first class postage prepaid with the United States Postal Service addressed to the contracting Parties as follows:
Notice
to Parties
If to:
1. MWDOC Harvey De La Torre, General Manager
Municipal Water District of Orange County
18700 Ward St.
Fountain Valley, CA 92708
2. City of Buena Park Aaron France, City Manager
City of Buena Park
6650 Beach Blvd.
Buena Park, CA 90622
3. City of Fullerton Pursuant to Master Agreement
4. City of Garden Grove Lisa Kim, City Manager
City of Garden Grove
P.O. Box 3070
Garden Grove, CA 92842
5. City of La Palma Michael Egan, Interim City Manager
City of La Palma
7822 Walker Street
La Palma, CA 90623
6. City of Orange Jarad Hildenbrand, City Manager
City of Orange
P.O. Box 449
Orange, CA 92866
7. City of Seal Beach Patrick Gellegos, City Manager
City of Seal Beach
211 8th Street
Seal Beach, CA 90740
8. City of Tustin Aldo Schindler, City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
9. Yorba Linda Water
District
Mark Toy, General Manager
Yorba Linda Water District
1717 E. Miraloma Avenue
Placentia, CA 92870
10. City of Westminster Christine Cordon, City Manager
City of Westminster
8200 Westminster Blvd.
Westminster, CA 92683
Cost Sharing Agreement for 2025 UWMP
6 11. East Orange County
Water District
David Youngblood, General Manager
East Orange County Water District
185 N. McPherson Rd.
Orange, CA 92869
12. City of Anaheim Pursuant to Master Agreement
13. City of Fountain Valley Ted Bui, Mayor
City of Fountain Valley
10200 Slater Avenue
Fountain Valley, CA 92708
14. City of Newport Beach Grace Leung, City Manager
City of Newport Beach
P.O. Box 1768
Newport Beach, CA 92663
15. City of Santa Ana Pursuant to Master Agreement
16. City of Huntington Beach Howard Johnson, Utilities Manager City of Huntington Beach
19001 Huntington Street
Huntington Beach, CA 92648-2211
17. Mesa Water District Paul Shoenberger, General Manager Mesa Water District
1965 Placentia Avenue
Costa Mesa, CA 92627-3420
18. City of San Clemente Andy Hall, City Manager
City of San Clemente
100 Avenida Presidio
San Clemente, CA 92672
19. Santa Margarita Water
District
Robert Grantham, General Manager
Santa Margarita Water District
26111 Antonio Pkwy
Ranch Santa Margarita, CA 92688
20. South Coast Water District Rick Shintaku, General Manager South Coast Water District
31592 West Street Laguna Beach, CA 92651
21. Trabuco Canyon Water
District
Fernando Paludi, General Manager
Trabuco Canyon Water District
32003 Dove Canyon Drive
Trabuco Canyon, CA 92679
Cost Sharing Agreement for 2025 UWMP
7 22. Laguna Beach County
Water District
Keth Van Der Maaten, General Manager
Laguna Beach County Water District
306 3rd Street
Laguna Beach, CA 92651
23. City of Brea Kristin Griffith, City Manager
City of Brea
1 Civic Center Circle Brea,
CA 92821
24. City of La Habra Jim Sadro, Executive Director
City of La Habra
P.O. Box 337
La Habra, CA 90633-0337
7. Jurisdiction and Venue
In all matters concerning the validity, interpretation, performance, or effect of this Agreement, the laws of the State of California shall govern and be applicable. The Parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that venue of any action brought hereunder shall be in Orange County, California.
8. Counterparts and Facsimile
This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. All Parties have participated in the drafting of this Agreement.
9. Severability
If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, the legality, validity, and enforceability of the remaining provisions shall not be affected thereby
.
10. Term
This Agreement shall commence upon the date of the earliest execution by any Participating Agency below and shall extend thereafter through the completion of all work product generated by the Consultant and delivered to MWDOC and to each Participating Agency. The scheduled completion date by the Consultant is July 1, 2026 . MWDOC shall issue a Notice of Completion to all Participating Agencies upon close -out of the Consultant Agreement. Notwithstanding anything to the contrary in this Section 10, this Agreement may be terminated earlier by MWDOC in its discretion upon or after termination of the Consultant Agreement.
Cost Sharing Agreement for 2025 UWMP
8 11. Entire Agreement
This Agreement contains the entire agreement of the Parties relating to the subject matter hereof; and the Parties have made no agreements, representations, or warranties, either written or oral, relating to the subject matter hereof that are not set forth herein. Except as provided herein, this Agreement may not be modified or altered without prior written approval from Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their names as of the day and year thereinafter written, which shall be and is the effective date of This Agreement.
Execution of Agreement by Parties
1. Municipal Water District of Orange
County
Date: ________________________
By:____________________________
Harvey De La Torre, General Manager
Municipal Water District of Orange County
Approved as to Form:
Date: _______________________
By: _________________________
Joseph Byrne
General Counsel
2. City of Buena Park Date: _________________________
By: ___________________________
Aaron France, City Manager
City of Buena Park
Approved as to Form:
Cost Sharing Agreement for 2025 UWMP
9 Date: _________________________
By: ___________________________
City Attorney
3. City of Garden Grove Date: _________________________ By: ___________________________
Lisa Kim, City Manager
City of Garden Grove
Approved as to Form:
Date: _________________________
By: ___________________________
City Attorney
4. City of La Palma Date: _________________________
By: ___________________________
Michael Egan, Interim City Manager
City of La Palma
Approved as to Form:
Date: _________________________
By: ___________________________
City Attorney
Cost Sharing Agreement for 2025 UWMP
10 5. City of Orange Date: _________________________
By: ___________________________
Jarad Hildenbrand, City Manager
City of Orange
Approved as to Form:
Date: _________________________
By: ___________________________
City Attorney
6. City of Seal Beach Date: _________________________
By: ___________________________
Patrick Gallegos, City Manager
City of Seal Beach
Approved as to Form:
Date: _________________________
By: ___________________________
City Attorney
7. City of Tustin Date: _________________________
By: ___________________________
Aldo Schindler, City Manager
City of Tustin
Cost Sharing Agreement for 2025 UWMP
11 Approved as to Form:
Date: _________________________
By: ___________________________
City Attorney
8. Yorba Linda Water District Date: _________________________ By: ___________________________
Richard Mark Toy, General Manager
Yorba Linda Water District
Approved as to Form:
Date: _________________________
By: ___________________________
District Counsel
9. City of Westminster Date: _________________________
By: ___________________________
Christine Cordon, City Manager
City of Westminster
Approved as to Form:
Date: _________________________
By: ___________________________
City Attorney
Cost Sharing Agreement for 2025 UWMP
12 10. East Orange County Water District Date: _________________________ By: ___________________________
David Youngblood, General Manager
East Orange County Water District
Approved as to Form:
Date: _________________________
By: ___________________________
District Counsel
11. City of Fountain Valley Date: _________________________ By: ___________________________
Ted Bui, Mayor
City of Fountain Valley
Approved as to Form:
Date: _________________________
By: ___________________________
Attorney for the City
12. City of Newport Beach Date: _________________________ By: ___________________________
Grace Leung, City Manager
City of Newport Beach
Cost Sharing Agreement for 2025 UWMP
13 Approved as to Form:
Date: _________________________
By: ___________________________
City Attorney
13. City of Huntington Beach
a municipal corporation of the State of
California
Date: _________________________
By: ___________________________
Pat Burns, Mayor
City of Huntington Beach
Date: _________________________
By: ___________________________
Lisa Lane Barnes, City Clerk
Approved as to Form:
Date: _________________________
By: ___________________________
Michael Vigliotta, City Attorney
14. Mesa Water District Date: _________________________ By: ___________________________
Paul Shoenberger, General Manager
Mesa Water District
Approved as to Form:
Cost Sharing Agreement for 2025 UWMP
14 Date: _________________________
By: ___________________________
District Counsel
15. City of San Clemente Date: _________________________ By: ___________________________
Andy Hall, City Manager
City of San Clemente
Approved as to Form:
Date: _________________________
By: ___________________________
Elizabeth A. Mitchell, City Attorney
16. Santa Margarita Water District Date: _________________________ By: ___________________________
Robert Grantham, General Manager
Santa Margarita Water District
Approved as to Form:
Date: _________________________
By: ___________________________
District Counsel
Cost Sharing Agreement for 2025 UWMP
15 17. South Coast Water District Date: _________________________ By: ___________________________
Rick Shintaku, General Manager
South Coast Water District
Approved as to Form:
Date: _________________________
By: ___________________________
District Counsel
18. Trabuco Canyon Water District Date: _________________________ By: ___________________________
Fernando Paludi, General Manager
Trabuco Canyon Water District
Approved as to Form:
Date: _________________________
By: ___________________________
District Counsel
19. Laguna Beach County Water District Date: _________________________ By: ___________________________
Keith Van Der Maaten, General Manager
Laguna Beach County Water District
Cost Sharing Agreement for 2025 UWMP
16 Approved as to Form:
Date: _________________________
By: ___________________________
District Counsel
20. City of Brea Date: _________________________
By: ___________________________
Kristin Griffith, City Manager
City of Brea
Approved as to Form:
Date: _________________________
By: ___________________________
City Attorney
21. City of La Habra Date: _________________________
By: ___________________________
Jim Sadro, City Manager
City of La Habra
Approved as to Form:
Date: _________________________
By: ___________________________
City Attorney
Cost Sharing Agreement for 2025 UWMP
17 EXHIBIT A
Consultant Agreement
Cost Sharing Agreement for 2025 UWMP
18 EXHIBIT B
Cost Summary for Development of Urban Water Management Plans for 2025