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AGREEMENT NO. C06-207 FY 2025-2035 WESTERN MUNICIPAL WATER DISTRICT AMENDED AND RESTATED WATER CONSERVATION FUNDING AGREEMENT BETWEEN WESTERN MUNICIPAL WATER DISTRICT AND CITY OF RIVERSIDE, A CALIFORNIA CHARTER CITY AND MUNICIPAL COPERATION THIS Amended and Restated AGREEMENT (Agreement) is made and entered into as of July 1, 2025, by and between Western Municipal Water District (Western Water) and City of Riverside, a California charter city and municipal corporation (Participant). Western Water and Participant Recitals A. The Metropolitan Water District of Southern California (Metropolitan), through its Conservation Credits Program (Program), assists member agencies in conserving water supplies by establishing funding for a number of water conservation items. The Program was established per authorization detailed in Board Letter No. 7-7 in May 1990 and subsequent authorizations thereafter. Pursuant to those Board authorizations, Metropolitan established funding for a number of water conservation items. B. Western Water, as a Metropolitan Member Agency, elected to participate in the Program to replace non-conserving items within its service area by way of that certain Water Conservation Funding Agreement between Metropolitan and Western Water, dated July 1, 2006. C. Participant is a public agency located wholly or partially within Western Waters organizational boundaries. Participant elected to participate in the Program by and through Western Water pursuant to the terms of the Water Conservation Funding Agreement between Participant and Western Water . D. The Original Agreement provided Conservation Programs and was comprised of Residential Programs (pursuant to ii
E. -wide Residential Conservation Program -Member Agency, Western Water elected to participate in the Region-wide Program pursuant to that certain First Amendment to The Water Conservation Funding Agreement between Metropolitan and Western dated July 1, 2008. Participant then elected to participate in the Region-wide Program, by and through Western Water, pursuant to the terms and conditions of that certain First Amendment, dated July 1, 2008, to the Original Agreement. F. Western Water and Metropolitan entered into certain Second Amendments to the Metropolitan Agreement Nos. 75352 and 66664, effective as of April 15, 2015, which provided for extension of the Term of each agreement through June 30, 2025. Subsequently, Western Water and Participant executed a Second Amendment to the Original Agreement, extending the Term of the agreement through June 30, 2025, as well. G. Western Water and Metropolitan entered into certain Third Amendments to the Metropolitan Agreement Nos. 75352 and 66664, effective as of April 23, 2025, which provided for extension of the Term of each agreement through June 30, 2035. H. Western Water and Participant have been performing their respective duties under the Original Agreement, prior amendments to the Original Agreement, the Program, and the Region-wide Program from and after July 1, 2006, up to and including the date of this . Due to the continued performance of the Parties and nearing expiration date of the Original Agreement, the Parties desire to enter into this Agreement to restate the language of the Original Agreement and amend the term, noticing requirements and other provisions of the Agreement to align with the recent Third Amendments to the Metropolitan Agreement Nos. 75352 and 66664. I. Sections 2.2 and 11.4 of the Original Agreement provide that the parties may extend the term of the Original Agreement by mutual written agreement. NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, the Parties do agree as follows: Section 1: Project Description 1.1 Participant elects to participate in the Program to provide financial incentives for water efficient devices within its service area between the effective date of this Agreement and June 30, 2035 (Project). 1.2 Western Water Waterconcurrent or prior receipt of equal funding from Metropolitan pursuant to the Metropolitan Agreement. Western Wateramounts that Western Water expects to receive from Metropolitan pursuant to the Metropolitan Agreement. If Metropolitan approves funding amount changes for one or more items permitted under the Metropolitan Agreement, then Metropolitan will issue the iii
applicable addendum to the Metropolitan Agreement (Metropolitan Addendum). In that event, an addendum will be issued from Western Water to fix the funding rate(s) and Western Water Addendum) and the Parties hereby agree that upon issuance by Western Water, a Western Water Addendum will automatically, without any further action or signature by the Parties, amend and supplant the language set forth in the Agreement, to the extent indicated in such Western Water Addendum. 1.3 The funding amounts set forth in the Metropolitan Agreement and any Metropolitan Addenda thereto are the limit of Western WaterParticipant shall be responsible for all Project costs in excess of those set forth in the Metropolitan Agreement and any Metropolitan Addenda thereto during the term of this Agreement. Participant shall be responsible and liable for all costs related to or arising out of the Project that are not funded under this Agreement. If Western Water fails to receive funds from Metropolitan for any reason, Western Water shall not be liable for any costs incurred by Participant related to or arising out of the Project. However, this waiver of liability shall not apply in the event the failure to receive said funds is caused by negligent or willful misconduct of Western Water applicable procedures. 1.4 Section 5.1 of the Metropolitan Agreement permits Western Water to independently contract with its own agents under separate agreements for Project administration and management, provided they present no conflict of interest in Project performance or with the terms of the Metropolitan Agreement. Similarly, Participant, at its sole discretion, may independently contract with its own agents under separate agreements for Project administration and management, provided that such arrangements comply with the Metropolitan Agreement and this Agreement and Participant informs Western Water of such arrangements prior to executing any such agreement. Participant agrees that any independent contractor employed by Participant for the Project shall be the sole agent of Participant and nothing in this Agreement shall be the basis for establishing any employment relationship as between Western Water and said contractor. Notwithstanding any of the foregoing, the Parties agree that Participant shall remain responsible for ensuring proper administration and management of the Program for the Project pursuant to the terms of this Agreement. 1.5 As part of the Project, Participant shall use and maintain an electronic database similar to the format shown in the Metropolitan Agreement for any conservation items installed, distributed, vouchered, or rebated by Participant or its agents, to avoid duplicate distributions and to determine the saturation rate of items by the appropriate geographic delineation. Section 2: Agreement Term 2.1 This Agreement will be effective upon execution. Participant will complete all item installations, distributions, vouchers, or rebates by June 30, 2035, and provide all final invoicing and verification to Western Water by said date, or within 45 days after iv
termination, whichever occurs first (Term). Continuance of this Agreement will be Board determines not to fund one or more items set forth in the Metropolitan Agreement and any Metropolitan Addenda thereto, a Western Water Addendum to the Agreement will be issued from Western Water and that Western Water Addendum will remove that item or items as of the Western Water agree that upon issuance by Western Water, a Western Water Addendum will automatically, without any further action or signature by the Parties, amend and supplant the language set forth in this Agreement to the extent indicated in the Western Water Addendum. 2.2 This Agreement may be amended at any time by written mutual agreement executed by both of the Parties, or by Western Water Addenda issued by Western Water. 2.3 This Agreement may be terminated by either Party for any reason 30 days after written notice to the other Party as provided in Section 4. Such termination could occur if the funding mechanism for conservation programs is changed as a result of action by Metropolitan 2.4 Upon termination, Participant shall provide Western Water with complete documentation for remaining items covered under this Agreement and invoiced as provided in Sections 7 and 8. Section 3: Agreement Administrators 3.1 Michelle Adams, Customer Experience Manager, is appointed Agreement Administrator for Western Water for the purpose of administering this Agreement and making any decisions in connection therewith on behalf of Western Water. _____________, [title], is appointed Agreement Administrator for Participant for the purpose of administering this Agreement and making any decisions in connection therewith on behalf of Participant. The designated Agreement Administrators may be changed by providing written notice to the other Party as outlined in Section 4. Section 4: Written Notice 4.1 Any communication required to administer this Agreement shall be in writing and will be deemed received upon personal delivery or 48 hours after deposit in any United States mail depository, first class postage prepaid, and addressed to the Party for whom intended, as follows: If to Participant: City of Riverside 3901 Orange Street Riverside, CA 92501 Attention: Ryan McManus If to Western: Western Municipal Water District v
14205 Meridian Pkwy Riverside, CA 92518 Attention: Ms. Michelle Adams With Copy to: Western Municipal Water District 14205 Meridian Pkwy Riverside, CA 92518 Attention: Mr. Kenneth Smith Either Party may change such address by giving notice to the other Party as provided herein. Section 5: Responsibility and Ownership 5.1 Participant, at its sole discretion, may independently contract with its own agents under separate agreements for Project administration and management, provided they present no conflict of interest in Project performance or with the terms of this Agreement. 5.2 Participant and/or its agent shall provide all necessary services and materials for the Project, including, but not limited to, the following: program administration, promotion, marketing materials, data collection, analysis, and reporting. 5.3 All materials and supplies necessary to implement the Project shall be the exclusive property of Participant. Neither Western Water nor Metropolitan shall have any ownership, right, title, security interest, or other interest in any Project facilities, materials, or supplies, nor any rights, duties, or responsibilities for operation or maintenance thereof. 5.4 Participant is responsible for assuring that the Project complies with all federal, state, and local requirements. 5.5 Participant is solely responsible for the performance of its staff or representatives in complying with the terms of this Agreement and for the proper allocation of funds provided by Western Water and Metropolitan for the purpose of achieving water conservation savings under this Agreement. 5.6 Participant agrees to cooperate with Western Waterdata management activities related to assessing device saturation and program success. Section 6: Installation Verification 6.1 Participant shall be responsible for selecting a method to verify installation of items installed, distributed, vouchered, and/or rebated by Participant or its agents during the Project and for paying all costs associated with this verification. Participant shall inform Western Water of methodology used and document verification activities in the database. vi
6.2 verified to calculate Western Water's payment to Participant, subject to the provisions of Section 9 of this Agreement. 6.3 For informational purposes only, Western Water reserves the right to conduct installation verification of items within service area. Section 7: Invoicing Requirements 7.1 Participant shall provide Western Water invoices for all items installed, distributed, vouchered and/or rebated by Participant or its agent as required and outlined in the applicable addendum. designee certifying the number of items installed and verified as specified in Section 6. If Western Water of the designee in writing prior to the next billing period as outlined in Section 4. 7.2 For programs requiring reimbursement from Metropolitan, upon receipt and approval of After payment is made, Western Water shall submit a corresponding invoice to Metropolishall receive a billing credit on its Metropolitan water bill in the amount of the approved invoice, which Western Water shall retain. If Metropolitan denies all or any portion of the submitted in-voice, Western Water shall recover the disallowed amount from the Participant by issuing an invoice to the Participant. 7.3 For programs where funding is pre-approved by Metropolitan and Western Water is billed directly through its Metropolitan water bill, Western Water shall cover the billed amount. If the program benefits a Participant, Western Water will request any portion owed by issuing an invoice to the Participant . Section 8: Incentive Payment 8.1 database information on all items installed, distributed, vouchered, and/or rebated by Western Water with that month's invoice. As a result, Participant shall submit to Western Water database information on all items installed, distributed, vouchered, and/or rebated by Participant with that month's invoice. 8.2 Western Water and Participant agree to provide access to their and their authorized , and records that are directly pertinent to this Agreement for the purpose of making Program evaluation, audit, examination, excerpts, and transcriptions. Western Water and Participant will retain all required records for applications or work performed by Participant for a period beginning on the date the incentive is first awarded for a given application and respective project and ending seven years later. vii
Section 9: Other Terms 9.1 Western Water and Participant agree that each party shall be responsible for its own actions, and the actions of its officers, employees and agents, in performing services under this Agreement. Western Water and Participant each agree to indemnify and hold the other Party and its officers and agents harmless and agree to defend the other Party against any claim or asserted liability arising out of its actions, either willful or negligent, or the actions of its officers, employees and agents, in performing services pursuant to this Agreement. Such indemnity will include any losses relating to any claim made, whether or not a court action is filed, and will include attorney fees and administrative and overhead costs related to or arising out of such claim or asserted liability 9.2 Participant shall include the following language in its agreement with any consultant or contractor retained by Participant to work on the Project: "[Consultant] agrees at its sole cost and expense to protect, indemnify, defend, and hold harmless Western Water and its Board of Directors, officers, representatives, agents and employees from and against any and all claims and liability of any kind (including, but not limited to, any claims or liability for injury or death to any person, damage to property, natural resources or to the environment, or water quality problems) that arise out of or relate to Western Water's approval, or to construction, operation, repair or ownership of the Project. Such indemnity shall include all damages and losses related to any claim made, whether or not a court action is filed, and shall include attorneys fees, administrative and overhead costs, engineering and consulting fees, and all other costs related to or arising out of such claim or asserted liabil 9.3 Participant is solely responsible for any compliance and/or actions arising under the California Environmental Quality Act (Pub. Res. Code §21000 et seq.). 9.4 Any alteration or variation of the terms of this Agreement will not be valid unless made in writing and signed by both Parties. This Agreement constitutes the entire agreement be-tween both Parties. 9.5 This Agreement will inure to the benefit of and be binding upon Western Water, Participant, and their respective successors. This Agreement is not assignable by either Party in whole or in part. 9.6 The partial or total invalidity of one or more parts of this Agreement will not affect the intent or validity of this Agreement. 9.7 This Agreement will be deemed a contract under the laws of the State of California, and for all purposes will be interpreted in accordance with such laws. Western Water and Participant hereby agree and consent to the exclusive jurisdiction of the courts of the State of California, and that the venue of any action brought hereunder will be in Riverside County, California. ix
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.WESTERN MUNICIPAL WATER DISTRICT PARTICIPANT By: _______________________City ManagerCity of RiversideDate: _____________________APPROVED AS TO FORM:By: ______________________City AttorneyCity of RiversideDate: ____________________City ClerkAttest: