REIMBURSEMENT AGREEMENT
FOR RATE STUDY SUPPORTING SOUTH COUNTY WATER SUPPLY PROJECT
NEGOTIATIONS
THIS REIMBURSEMENT AGREEMENT (“Agreement”) is made by and between the SOUTH SAN JOAQUIN IRRIGATION DISTRICT (“SSJID”), a California irrigation district governed by Division 11 of the California Water Code and the CITY OF RIPON (“Ripon”) (collectively, “Parties”). This Agreement is made effective as of the date last executed by the Parties.
RECITALS
WHEREAS, SSJID is the owner of Nick C. DeGroot Water Treatment Plant (“WTP”) located at 5855 Dodds Road, in Oakdale, California, and appurtenant transmission pipeline, and storage and delivery facilities, pursuant to Water Supply Development and Operation Agreement between SSJID and the Cities of Escalon, Lathrop, Manteca, and Tracy (“Project Participants”); and WHEREAS, the plant and appurtenant facilities were developed in coordination with the Project Participants through the South County Water Supply Project (SCWSP), for the benefit of each Project Participant and SSJID; and
WHEREAS, Ripon has expressed interest in receiving drinking water from the SCWSP, and the Project Participants have agreed to enter into negotiations based on Ripon’s request for service from the SCWSP; and
WHEREAS, Ripon has agreed to finance the services of a rates consultant to estimate applicable capital rates or charges to Ripon, and inform negotiations for potential service to Ripon from the SCWSP; and WHEREAS, SSJID has contracted with NBS (“Consultant”) to perform rate consulting services and the Parties hereto desire to enter into an agreement, whereby SSJID is authorized to commission, manage, and undertake a feasibility study (“Project”) on behalf of the Parties, and Ripon agrees to reimburse SSJID for consultant’s costs incurred in conducting the Project.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual promises contained herein, the Parties hereto agree as follows:
1. SCOPE OF WORK. The Project shall consist generally of a Water Capacity Fee Study, as scoped and budgeted in the Consultant proposal to SSJID, attached hereto as Exhibit A.
2. PROJECT TOTAL COST. The total Project cost shall not exceed $35,900.
3. PROJECT ADMINISTRATION AND SUPPORT SERVICES. On behalf of the Parties, SSJID shall be responsible for providing project management, administrative, and technical support for the Project. SSJID shall provide Ripon with a project schedule that estimates the time to complete the Project prior to commencement of these services (“Project Schedule”).
4. RESPONSIBILITY FOR PAYMENT. RIPON agrees to pay SSJID one hundred percent (100%) of the actual costs billed by Consultant to SSJID in accordance with the Project. Consultant’s cost estimate and rate schedule is in included in Exhibit “A.”
5. SUBMITTAL OF INVOICES. SSJID shall submit all invoices to RIPON for review and comment on a quarterly basis, upon initiation of the Project with Consultant. RIPON shall make payment to SSJID within thirty (30) days of receipt of an invoice from SSJID detailing the amount due from RIPON in accordance with this Reimbursement Agreement. If requested by RIPON, SSJID shall provide RIPON with all third-party invoices, receipts, third-party agreements, time sheets, and any other documentation used by SSJID to establish the actual costs incurred by SSJID and invoiced to RIPON under this Section 5. SSJID shall provide RIPON with the foregoing information within five (5) days of RIPON requesting the information. If RIPON disputes the amount owed for a given invoice, SSJID and RIPON shall endeavor to resolve any such disputes within fifteen (15) days If the matter cannot be resolved within the fifteen (15) days, RIPON shall pay the undisputed amount of the invoice in full. The parties shall meet and confer over the disputed amount of the invoice. If requested, SSJID shall promptly provide RIPON with all documentation and any other relevant information supporting the disputed amounts of the invoice. If the parties are unable to reach agreement regarding the disputed amounts of the invoice, they may refer the disputed amounts to a mutually agreeable, neutral third party for a recommended resolution. Such referral and recommendation shall be advisory in nature, and shall not be binding, and shall not affect any other rights or remedies the Parties may have in law or equity.
6. AMENDMENTS. Modification or amendments to the terms of this Agreement, including modifications to Project scope and budget, shall be consented to in writing, and executed by all parties.
7. NOTICES. All notices required shall be in writing, and (a) delivered by hand, (b) sent by registered mail, postage prepaid, (c) delivered by facsimile, or (d) delivered by e-mail. Notice shall be deemed given two (2) business days after deposit in U.S. Mail, or if by delivery by hand, upon receipt. Delivery by facsimile or e-mail shall constitute delivery by hand, and notice shall be deemed given on the next business day following the day such notice was sent.
Notices required to be given shall be addressed as follows:
South San Joaquin Irrigation District
Attention: Peter M. Rietkerk, General Manager
P.O. Box 747
Ripon, California 95366-0747
Phone: (209) 349-4620
E-mail: [email protected]
City of Ripon
Attention: Kevin Werner, City Administrator
259 North Wilma Avenue
Ripon, CA 95366
Phone: 209-599-2108
E-mail: [email protected]
Any Party may change such contact information by providing notice in writing to the other Party, pursuant to Section 6 of this Agreement and, thereafter, notices shall be addressed and transmitted to the new address.
8. TIME IS OF THE ESSENCE. Time is of the essence as to the completion of the services set forth in Section 3 of this Agreement. SSJID will make its best efforts to meet the Project Schedule and if it cannot do so, SSJID shall promptly notify RIPON and provide it with a revised Project Schedule that reflects the estimated dates to complete the services set forth in the Project Schedule.
SOUTH SAN JOAQUIN IRRIGATION DISTRICT
By: ______________________________ Date: ______________ Michael Weststeyn, President
SSJID Board of Directors
ATTEST:
_________________________
Peter M. Rietkerk, General Manager/Secretary
APROVED AS TO FORM:
_________________________
Mia S. Brown, General Counsel
CITY OF RIPON
By: ______________________________ Date: ______________ Leo Zuber, Mayor
Ripon City Council
ATTEST: ___________________________
Lisa Roos, City Clerk
APPROVED AS TO FORM:
_________________________________
Tom Terpstra, General Counsel