MUTUAL AID AGREEMENT
FOR EMERGENCY SERVICES AND RELATED SUPPORT
THIS MUTUAL AID AGREEMENT ("Agreement") is made this day of _ 2023 by and between WESTERN MUNICIPAL WATER DISTRICT OF RIVERSIDE COUNTY (hereinafter "Western"), a California municipal water district, and the CITY OF RIVERSIDE, a 'alifornia charter city and municipal corporation (hereinafter "Agency"), Western and Agency ar ometimes referred to herein as «Party"
RECITALS
A.
'B. Such mutual aid agreements with other water utilities and/or public agencies include provisions to prevent a water or wastewater agency from being in a position of unreasonably using its own resources, facilities, or services in providing such mutual assistance to another utility/agency; and
C. Western and Agency desire to enter into this Agreement for the purposes of coordinating an emergency response in the event of an emergency situation impacting either Party's system, facilities, equipment or other resources. Such a response may include, but is not limited to, providing and sharing available equipment, personnel and other services upon request of the other Party; and
D. For purposes of this Agreement, the "Requesting Party" is the Party experiencing an emergency and requesting assistance. The "Responding Party" is the Party providing the requested emergency services and related support.
NOW THEREFORE, in consideration of the above recitals and of the mutual promises herein contained, each Party does hereby agree as follows:
AGREEMENT
Mutual Aid
In the event of a service disruption or emergency condition that impacts the ability of Requesting Party to continue to provide any of the services it provides, Responding Party will cooperate to the maximum extent possible, as determined in its discretion, to provide aid and assistance as requested.
A service disruption or emergency condition is defined as any condition where there is a loss of service to Requesting Party's customers caused by an unforeseer natural or man-made disaster or other similar event. Disaster examples include, but are not limited to, earthquake, flood, fire, infrastructure failures, sanitary sewer 1 overflow, terrorism, criminal activity, supply shortage, pandemic or other regional disaster.
c) Responding Party's obligations under this Agreement shall be expressly contingent upon its equipment, personnel, and resource availability, as determined by Responding Party in its sole and absolute discretion. Any personnel provided by Responding Party will be subject to Responding Party's collective bargaining agreements or other conditions of employment
d) Responding Party's response within the jurisdictional limits of Requesting Party shall not interfere with Responding Party's responsibility or ability to respond to emergencies or other calls within its own jurisdictional area.
Responding Party shall endeavor to notify Requesting Party in advance when it believes that its equipment, personnel, or resources will not be available to respond with the jurisdictional limits of Requesting Party.
Contact Information
Each Party shall provide the name(s), addresses), telephone number(s), and title(s) of the responsible employee(s) authorized to request or respond to requests for mutual aid assistance on or before thirty (30) days have elapsed from the date of full execution of this Agreement. The Parties further agree to update contact information on an annual basis and/or when the applicable Party makes any changes or updates.
Service Request Protocols
a) In the event of a service disruption or emergency condition, Requesting Party shall specify the type and duration of assistance requested from Responding Party. li Requesting Party makes the original request verbally or by telephone, the request must followed up in writing. Requesting Party may deliver the written request to Responding Party via email, fax or letter. Text messages from mobile devices de not satisfy this writing requirement. The purpose of this provision is to document mutual aid requests and responses to address cost allocations that arise in If Requesting Party notifies Responding Party of the existence of an emergency response situation, Responding Party may proceed based upon informal direction from the reciprocal staff member and Responding Party shall be compensated on a time and materials basis as set forth herein. Following the first 48 hours of an emergency, Requesting Party shall provide a specific written work request, budget and information as to the point person, all as required herein.
Upon receiving the mutual aid request, Responding Party shall designate a single point person who is responsible for managing the mutual aid request of Requesting Party. Responding Party's point person shall direct the disposition and utilization 2 of Responding Party's personnel, equipment, materials and other resources furnished in response to the mutual aid request.
Requesting Party shall manage all aspects of the emergency response situation.
Requesting Party shall manage Responding Party's personnel, equipment, materials and resources to address the emergency response situation. e) Requesting Party shall release the personnel, equipment, materials and resources furnished in response to the request for mutual aid when no longer needed, or when Responding Party requires return or as required by law.
Compensation
Requesting Party agrees to pay, as allowed by applicable law, on a time and materials basis, which shall be calculated based on all direct, indirect, administrative and contracted costs incurred, plus overhead, and consistent with Responding Member's collective bargaining agreements or other conditions of employment, by Responding Party because of providing assistance pursuant to this Agreement. Said calculation shall be based upon Responding Party's cost of service or charges for personnel and overhead, equipment, materials and other resources at the current rate. Responding Party will provide a current rate schedule to Requesting Party no later than two (2) business days, or as soon as reasonably practical, after providing initial emergency assistance. The Parties will only request reimbursement for direct costs incurred and not for additional fees, charges, overhead, administrative or mark-up costs.
b) Except as otherwise specifically set forth in this Agreement, Requesting Party will pay for any damage to the equipment and material provided by the Responding Party that occurs during the requested assistance period.
Invoicing and Sales and Use Taxes
Responding Party shall provide Requesting Party a detailed invoice for the cost of the mutual aid services. The detailed invoice shall include personnel assigned classification, dates and hours worked, hourly billing rate, equipment used, materials provided and a summation of total costs incurred. Requesting Party shall immediately notify Responding Party within five (5) business days of any dispute with the information in the detailed invoice. The Parties shall engage in good faith efforts to resolve any such dispute. Payment shall be made to Responding Party by Requesting Party within ninety (90) days after receipt of a detailed invoice. Requesting Party will pay the amount of any applicable sales or use tax imposed by the State of California, or any political subdivision or municipality thereof, to Responding Party in addition to the prices in a current rate schedule provided by Responding Party in the applicable request.
3 Maximum Amount Payable
Subject to the procedures set forth in this Agreement for requests, responses, rate schedules and invoicing, the total payment for all work and services in aggregate to both Parties under this Agreement shall not exceed an amount of one million dollars ($1,000,000) during the initial term of this Agreement unless agreed to in writing by the Parties.
Term
The term of this Agreement shall commence the date first written above and shall be for a period of five (5) years.
Agreement Administrators
In performing services for this Agreement, Western designates the General Manager or designee as its primary Agreement Administrator and Agency designates the RPU Assistant General Manger - Water or designee as its primary Agreement Administrator and Public Works designates the Public Works Deputy Director or designee as its primary Agreement Administrator.
9. Notices
Any notice or communication given under this Agreement shall be effective when deposited, postage prepaid, with the United States Postal Service and addressed to the contracting Parties as follows:
Western:
Western Municipal Water District
16451 El Sobrante Rd
Riverside, California 92503
Attention: Anita Wilcox, EOC Coordinator
(951.789.5100; [email protected])
Or
Western Municipal Water District
14205 Meridian Parkway
Riverside, CA 92518
Attention: James Chatwin, Safety Officer
(951.571.7100; [email protected])
Agency:
City of Riverside
Public Utilities Department - Water
3750 University Avenue - 5" Floor
Riverside, CA 92501
Attention: Assistant General Manager - Water
4 City of Riverside
Public Works Department - Riverside Water Quality Control Plant (RWQCP) 3900 Main Street - 4th Floor
Riverside, CA 92501
Attention: Public Works Director
Either Party may change the address to which notice, or communication is to be sent by providing advance written notice to the other Party.
10. Indemnity/ Hold Harmless/No Agency
(a) Requesting Party shall hold harmless, indemnify, and defend Responding Party, its elected officials, officers, agents employees, contractors, volunteers and agencies, against all liability, claims, losses, demands or actions for injury to, or death of, a person or persons, or damages to property arising out of, or alleged to arise out of or in consequence of, this Agreement, except to the extent that such liability is caused by gross negligence or willful misconduct of Responding Party, its elected officials, officers, agents, employees, contractors, or volunteers. (b) Without limiting the scope of the rest of the provisions of this Agreement and except as to the gross negligence or willful misconduct of Requesting Party, Responding Party agrees to assume the risk of loss and to indemnify and hold harmless Requesting Party from any and all claims, liability, or damages for personal injury or property damage incurred by Requesting Party as a result of any defect or dangerous condition of any structures, facilities, tools, vehicles, equipment, machinery, materials, personal property or other items supplied to Requesting Party or used by Responding Party.
Except as to the gross negligence or willful misconduct of Requesting Party, Responding Party agrees to assume the risk of loss and to indemnify and hold harmless Requesting Party from any and all claims, liabilities or damages for personal injury or property damage incurred by any third person, or entity, not a party to this Agreement, as a result of any defect or dangerous condition of any structures, facilities, tools, vehicles, equipment, machinery, materials, personal property or other items, supplied to Requesting Party or used by Responding Party. (d) No provision of this Agreement and no actions taken or personnel, equipment, material, or resources furnished shall be construed to make the officer, employee, or agent of either Party to this Agreement the officer, employee or agent of the other Party to this Agreement. Furthermore, the Parties shall pay all wages, salaries, and other amounts due to their own personnel in connection with all services under this Agreement as well as that which may be required by law, including applicable 5 overtime pay. Each Party shall be responsible for all reports and obligations respecting their own personnel, including, but not limited to, social security taxes, income tax withholding, unemployment insurance, benefits and worker's compensation insurance. Employees or agents of one Party shall not be deemed employees or agents of the other Party for any purpose.
11. Insurance
The Parties shall maintain insurance for general liability, property damage and loss, and Workers' Compensation in the amounts and coverages applicable to the activities to be performed under this Agreement.
12. Termination
Either Party may terminate this Agreement, with or without cause, by providing written notice to the other Party not less than sixty (60) days prior to an effective termination date.
13. Assignment Forbidden
Neither Western nor Agency may assign, transfer, or convey any rights, obligations, title, or interest in all or any part of this Agreement, without the prior written consent of the other Party.
14. Severability
If any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provisions shall not be affected thereby.
15. Jurisdiction and Venue
This Agreement shall be deemed a contract under the laws of the State of California and frel purposes l be inesed in icion on the i sch as tate of Caties hereby that the venue of any action brought thereunder shall be Riverside County, California. ...
16. Waiver
No delay or failure by either Party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such Party's right thereafter to exercise or enforce each and every right and provision of this Agreement. A waiver to e valid shall be in writing but need not be supported by consideration. No single waive hall constitute a continuing or subsequent waiver
6 17. Entire Agreement
This writing contains the entire agreement of the Parties relating to the subject matter hereot; and the Parties have made no agreements, representations, or warrantiesrelating to the subject matter hereof which are not set forth herein. Except as provided herein, there will be no modification or alteration to this Agreement without formal amendment thereto. [signatures on the following page]
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the day and year first written above.
WESTERN MUNICIPAL WATER DISTRICT OF RIVERSIDE COUNTY
Braig C. Miller, General Manager
CITY OF RIVERSIDE, a California charter city and municipal corporation By_
City Manager
Attest:
By.
City Clerk
Certified as to the availability of funds:
By_
Chief Financial Officer
Approved as to form:
By R
Deputy City Attorney
EXHIBIT A
EMERGENCY SERVICES AND RELATED SUPPORT
The services and support provided by Responding Party to Requesting Party shall be emergency type services or routine type services covering the following sub-elements:
Incident command or support;
Subject Matter Expertise related to but not limited to automation and electrical services, leak repair services, collections, production, distribution, mechanical services, wastewater treatment, or water quality;
3. Sanitary sewer overflow response including containment, correction, cleanup, and repair;
4. Machining, fabrication, and/or welding, of various water or wastewater treatment, conveyance and distribution parts, pipes, and equipment; Refurbishment or repair of various water or wastewater treatment, conveyance, and distribution equipment; and
6. Heavy Equipment and operation.
The Responding Party will provide food, water, transportation, fuel, and shelter materials, as applicable and as requested, to the Requesting Party.