REIMBURSEMENT AGREEMENT (RW) Page 1 of 6
REIMBURSEMENT AGREEMENT
FOR
COST OF CITY OF RIALTO WASTEWATER CHANGE PETITION
THIS REIMBURSEMENT AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into this _____ day of _____________ 2024, by and between the City of Rialto (hereinafter referred to as “CITY”), and the Inland Empire Utilities Agency, a Municipal Water District, organized and existing in the County of San Bernardino under and by virtue of the laws of the State of California (hereinafter referred to interchangeably as “IEUA” and “Agency”), for contracted services to prepare the Wastewater Change Petition Checklist hereinafter referred to as the “Project”) for preliminary review by IEUA and the City of Rialto, and for submittal to the State Water Resources Control Board Division of Water Rights. CITY and Agency may be referred to herein collectively as the “Parties” or individually as the “Party.”
RECITALS
WHEREAS, The CITY does not have the resources to perform the Project as per Exhibit A which is referenced herein, attached hereto, and made a part hereof.
WHEREAS, The Agency agrees to be responsible for the Project, provided that the CITY reimburses Agency for the cost thereof;
WHEREAS, The CITY is hereby authorizing the Agency to contract for consultant services in order to perform the Project;
WHEREAS, The CITY will reimburse the Agency, in full, for the Agency’s costs for the contracted consultant services to develop the Project;
WHEREAS, The Agency has the workforce and expertise to provide these contracted consultant services.
REIMBURSEMENT AGREEMENT (RW) Page 2 of 6
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, the Parties agree as follows:
1. AGENCY ASSIGNMENT: All technical direction related to this Agreement shall come from the designated Agency Project Manager. Details of the Agency's assignment are listed below:
Project Manager: Adham Almasri, Advanced Water Treatment Program Manager Address: 6075 Kimball Avenue, Building “B”
Chino, California 91708
Telephone: (909) 993-1462
Email: [email protected]
2. CITY ASSIGNMENTS: Special inquiries related to this Agreement and the effects of this Agreement shall be referred to the following:
Primary contact:
Address:
Telephone:
Email:
Michael Milhiser
150 S. Palm Avenue
Rialto, California 92376
(909) 820-2525
[email protected]
3. SCOPE OF SERVICES:
A. SCOPE OF WORK:
1. City shall reimburse IEUA for consultant fees and all negotiated and any cost-related City- approved Amendments to the Agreement as per Exhibit A.
2. BUDGET: As per Attachment A which is referenced herein, attached hereto, and made a part hereof, the estimated fee is $99,944.00 and shall be performed on a not-to-exceed, time-and-materials basis.
4. TERM: The term of this Agreement shall extend from the date of the Notice to Proceed and terminate upon completion of the Scope of Work and written acceptance by the cognizant IEUA and City of Rialto Project Managers, unless agreed to by both parties, reduced to writing, and amended to this Agreement.
REIMBURSEMENT AGREEMENT (RW) Page 3 of 6
5. REIMBURSEMENT/COMPENSATION: CITY shall pay Agency's properly-executed invoicing, approved by CITY, within thirty (30) days following receipt of the invoice. CITY may, at any time, make changes to th is Agreement, including additions, reductions, and changes to any or all of the services, as directed in writing by CITY and mutually agreed to by the Agency. Such changes shall be made by an Amendment to this Agreement.
6. INSURANCE: During the term of this Agreement, the Agency shall provide and maintain workers’ compensation and liability insurance for contracted personnel, as well as subcontract personnel, related to this Agreement. CITY shall provide and maintain all general liability, “all -risk” property and workers’ compensation insurance for the Project and its personnel.
7. MUTUAL INDEMNIFICATION: Each party agrees to protect, defend, indemnify and hold harmless the other party and its officers, directors, agents, employees, servants, and volunteers from any and all liability, claims, judgments, costs and demands, occurring as a result of its own or its respective officers, directors, agents, employees, volunteers or subcontractor’s wrongful or negligent acts or omissions in performing or failing to perform this Agreement. Each party further agrees to investigate, handle , respond to, provide defense for and defend any such claims, demands or suit required hereunder at their sole expense.
9. PUBLIC RECORDS POLICY: Information made available to the Agency may be subject to the California Public Records Act (Government Code Section 6250 et seq.) The Agency’s use and disclosure of its records are governed by this Act. The Agency shall use its best efforts to notify CITY of any requests for disclosure of any documents pertaining to the Project.
In the event of litigation concerning disclosure of information CITY considers exempt from disclosure; (e.g., Trade Secret, Confidential, or Proprietary) Agency shall act as a stakeholder only, holding the information until otherwise ordered by a court or other legal process. If Agency is required to defend an action arising out of a Public Records Act request for any of the information CITY has marked “Confidential,” “Proprietary,” or “Trade Secret,” CITY shall defend and indemnify Agency from all liability, damages, costs, and expenses, including attorneys’ fees, in any action or proceeding arising under the Public Records Act.
10. TITLE AND RISK OF LOSS:
A. Documentation: Title to all documentation of the Project shall pass to CITY when prepared; however, a copy may be retained by Agency for its records and internal use. Agency shall retain such documentation in a controlled access file, and shall not reveal, display, or disclose REIMBURSEMENT AGREEMENT (RW) Page 4 of 6
the contents of the documentation to others without the prior written authorization of CITY or for the performance of services related to the Project.
11. NOTICES: Any notice may be served upon either Party by delivering it in person, electronically, or by depositing it in a United States Mail deposit box with the postage thereon fully prepaid, and addressed to the Party at the address set forth below:
Agency:
CITY:
Warren T. Green
Manager of Contracts and Procurement
Inland Empire Utilities Agency, a Municipal Water District P.O. Box 9020
Chino Hills, California 91709
Michael Milhiser
Interim City Manager
150 S. Palm Avenue
Rialto, California 92376
Any notice, payment, or instrument required or permitted to be given hereunder shall be deemed received upon signed receipt personal delivery or seventy-two (72) hours after deposit in any United States Post Office, registered or certified, postage prepaid and addressed to the party for whom intended.
12. SUCCESSORS AND ASSIGNS: All of the terms, conditions and provisions of this Agreement shall inure to the benefit of and be binding upon CITY, the Agency, and their respective successors and assigns. Notwithstanding the foregoing, no assignment of the duties or benefits of the Agency under this Agreement may be assigned, transferred or otherwise disposed of without the prior written consent of CITY; and, any such purported or attempted assignment, transfer or disposal without the prior written consent of CITY shall be null, void and of no legal effect whatsoever.
13. RIGHT TO AUDIT: CITY reserves the right to review and/or audit all Agency's records related to the Project. The option to review and/or audit may be exercised during the term of the Agreement, upon termination, upon completion of the Agreement, or at any time thereafter up to twelve (12) months after payment has been made to Agency. The Agency shall make all records and related documentation available within a reasonable timeframe, not to exceed seven (7) working days after said records are requested by CITY.
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14. DISPUTES: All disputes arising out of or in relation to this Agreement shall be determined in accordance with this section. Notice shall be given in accordance with the Notice section below.
Both parties agree to make every effort to resolve any disputes collectively, and in a mutually beneficial manner, prior to submitting disputes to Mediation. By entering into this Agreement, however, both parties are obligated, and hereby agree, to submit all disputes arising under or relating to this Agreement that remain unresolved after ninety (90) days from the initial time of notice, and after the exhaustion of attempts to mutually resolve, to independent Mediation.
15. INTEGRATION: This Agreement represents the entire agreement of the CITY and the Agency as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered by the Agreement. This Agreement may not be modified, altered or amended except by written mutual agreement by the CITY and the Agency.
16. GOVERNING LAW: This Agreement is to be governed by and constructed in accordance with the laws of the State of California.
17. TERMINATION FOR CONVENIENCE: Either Party has the right to suspend, cancel or terminate this Agreement at any time upon one hundred and twenty (120) calendar days’ written notice to the other Party. In the event of such termination, the Agency shall deliver all germane documentation to CITY and CITY shall pay Agency for all authorized and Agency-invoiced services up to the date of such termination.
18. FORCE MAJEURE: Notwithstanding any other provision hereof, neither Agency nor CITY shall be held responsible or liable for failure to meet their respective obligations under this Agreement, if such failure shall be due to causes beyond Agency’s or CITY’s control. Such causes include, but are not limited to: strikes, fire, flood, pandemic, civil disorder, acts of God or of the public enemy, acts of the federal government or any unit of state or local government in either sovereign or contractual capacity, epidemics, freight embargoes or delays in transportation, and changes in state, federal, or local law.
Agency shall immediately notify CITY, in writing, of any such condition. If such condition exists for more than thirty (30) days or more, either Party may terminate this Agreement by giving notice in writing to the other Party.
19. NOTICE TO PROCEED: No services shall be performed or furnished under this Agreement unless and until this document has been properly signed by all responsible parties and a Notice to Proceed order has been issued to the Agency from CITY’s Manager.
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NOW, THEREFORE, as evidenced by the signatures that follow, IEUA and City mutually assent to the Agreement as of the day and date shown on the top of Page One.
INLAND EMPIRE UTILITIES AGENCY: CITY OF RIALTO:
(A Municipal Water District)
Approved By: Approved By:
__________________________________
Shivaji Deshmukh, P.E. Date
Approved as to Legal Form:
___________________________________
Marty Cihigoyenetche Date
General Counsel
__________________________________
Michael Milhiser Date
Interim City Manager
Attested By:
__________________________________
Barbara McGee Date
City Clerk
Reviewed as to Legal Form:
__________________________________
Eric Vail Date
City Attorney
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Exhibit A
Jacobs Engineering Group Inc.
2600 Michelson Drive
Suite 500
Irvine, CA 92612
United States
T +1.949.224.7500
F +1.949.224.7501
www.jacobs.com
June 25, 2024
Attn: Adham Almasri
Inland Empire Utilities Agency
6075 Kimball Avenue
Chino, CA 91708
Project name: Recycled Water Expansion Project
Project no: W9Y41100, Task 9
Subject: City of Rialto Wastewater Change Petition
Dear Adham
This letter presents the Jacobs scope of work to support the City of Rialto Wastewater Change Petition process, which is an important milestone to support the delivery of the City of Rialto Recycled Water Supplemental Supply project.
Jacobs will prepare a Wastewater Change Petition application for the Rialto Utility Authority’s Wastewater Diversion and Reuse Project. The project would reduce the amount of treated effluent that is discharged from the Rialto wastewater treatment plant into the Rialto Channel, which is a tributary to the Santa Ana River. Instead of being discharged, the treated effluent would be diverted into a new City of Rialto Recycled Water Supplemental Supply pipeline, a project of the Inland Empire Utilities Agenc y to provide source water to a new Advanced Water Purification Facility for local reuse. The discharge reduction is expected to be consistent with the description of the project included in the draft Upper Santa Ana River Habitat Conservation Plan (Rial.1). Specifically, the Wastewater Change Petition application will cover both parts of the Rial.1 project as described in the HCP:
• Part 1: A reduction in the current wastewater discharge by about 25%, or an annual average of 1,665 afy/2.3 cfs/1.5 mgd.
• Part 2: An additional reduction of 1,448 afy/2 cfs/2.8 mgd.
Note that an early clarification is needed to reconcile the HCP description with the recently approved agreement between IEUA and the City of Rialto, which calls for providing 3,500 afy of recycled effl uent between May 1 and October 31 (equivalent to 6.25 mgd).
This scope of work includes the following activities:
• Task 9A – Data Gathering: Background Research and Agency Coordination o Jacobs will work with the City of Rialto to understand the details associated with the prior Wastewater Change Petition application (WW0079) and what information might be carried forward. Our assumption is that this new Wastewater Change Petition application is intended to replace the City’s previous application, which is still pending but is considered inactive.
Date: 25 June 2024
Subject: City of Rialto Wastewater Change Petition
Jacobs Engineering Group Inc. 2
o Jacobs will continue to collaborate with the San Bernardino Valley Municipal Water District to understand the technical details associated with how the Rial.1 project is described as a covered activity in the HCP, and the specifics of how Rial.1 was input into the integrated surface/groundwater model.
• Task 9B – Application Preparation
o Jacobs will prepare the Wastewater Change Petition Checklist for preliminary review by IEUA and the City of Rialto, and for submittal to the SWRCB Division of Water Rights.
Supplemental information is expected to include:
o Environmental Information for Petitions. This state form will provide evidence for CEQA compliance, based on the IEUA Program EIR.
o Supplemental information to demonstrate compliance with the HCP. • Task 9C – Meetings. Jacobs envisions several meetings, including a pre-application consultation.
Jacobs assumes up to eight virtual meetings will occur, as well as numerous progress touch points as the change petition is under review.
o SWRCB Division of Water Rights (consultation and review) o US Fish and Wildlife Service (USFWS) and California Department of Fish and Wildlife o Santa Ana Regional Water Quality Control Board
• Task 9D – Project Management. This task is minimal, and provides additional coordination and progress update communication with Rialto.
o Progress Updates
o Coordination
This scope of work does not include the development of additional conservation measures to support full implementation of the Part 2 discharge reduction, which could include design of a confined, narrow inset channel within the Rialto Channel to increase velocity and substrate availability for sucker and eliminate habitat suitability for non-native predators. This scope of work also does not include additional hydraulic evaluation or flow analysis and assumes that City of Rialto will provide all historical effluent data and anticipated projections as part of their separate parallel master planning effort.
Estimated Fee and Schedule
The level of effort and fee estimate associated with this task are summarized in Attachment A. The project will be performed under the Master Agreement between IEUA and Jacobs, Contract #4600003420, PO #4500042491. This estimated fee for this task order is $99,944 and will be performed on a not-to- exceed, time and materials basis.
Delivery of this task is expected to be complete by December 31, 2024 , depending on scheduling of stakeholder meetings and availability of City of Rialto data to be included in the petition.
Jacobs appreciates the opportunity to be of service to IEUA, and we look forward to discussing this proposal and important task with you. If you have any questions or require additional information, please contact Renee Groskreutz at [email protected], or via telephone at 903-216-8479 (mobile).
Date: 25 June 2024
Subject: City of Rialto Wastewater Change Petition
Jacobs Engineering Group Inc. 3
Regards,
Jacobs Engineering Group Inc.
Renee Groskreutz, P.E. Marielle Coquia, P.E.
Sr. Project Manager Operations Manager
Attachments: A – Fee Estimate
Attachment A
Tasks Melanie Holmer
SME
Renee GroskreutzProject ManagerMatthew Franck Regulatory Lead George Valenzuela
Water Resource PlannerLindsay LabrecqueStaff EngineerFelicia RubrightTechnical EditorNathan Scheevel, Scheevel Engineering
Total
Hours
Labor
Total
Expense
Total* Total
2024 Rates $288 $247 $288 $160 $134 $139 $300
0 6 22 56 40 0 44 168 22,138$ 13,860$ 35,998$
9A.1 Data request and review 2 8 16 16 8
9A.2 Review previous application 4 8 4
9A.3 Review HCP details of Rial.1 input into surface-groundwater model 2 16 16 9A.4 Coordinate with Local Agencies on Data 4 8 16 24 16 2 2 16 124 40 6 0 190 31,712$ -$ 31,712$
9B.1 Prepare Wastewater Change Petition 2 2 8 64 6
9B.2 Prepare supplemental technical information required 8 60 40 6 4 42 24 8 0 18 102 19,724$ 5,670$ 25,394$
9C.1 SWRCB Division of Water Rights Consultation 2 6 4 2 9C.2 US Fish and Wildlife and CDFW Consultations 6 4 2
9C.3 Santa Ana Regional Water Quality Control Board 2 6 4 2 9C.4 Coordination Meetings with IEUA and City of Rialto 2 4 24 12 8 12 0 20 0 4 0 0 4 28 5,580$ 1,260$ 6,840$
9D.1 Progress Updates (via email) 8 4
9D.3 Internal Coordination 12 4
Total 8 32 80 208 88 6 66 386 79,154$ 20,790$ 99,944$ Notes:
* Expenses include subconsultant fee, and 5% markup on Subs.
All travel expenses are included in the rates.
Rates are subject to a 3% increase as of Jan. 1 each year.
Task 9D - Project Management
Task 9A - Data Collection and Review
Task 9B -Application Preparation
Task 9C -Meetings and Consultations