AGREEMENT NO. 66656
FY 2005-15
THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA'S
COMMERCIAL/INDUSTRIAL/INSTITUTIONAL WATER CONSERVATION ITEM
FUNDING AGREEMENT
BETWEEN
THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA
AND
CITY OF SAN MARINO
AGREEMENT NO. 66656
FY 2005-15
THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA'S
COMMERCIAL/INDUSTRIAL/INSTITUTIONAL WATER CONSERVATION ITEM
FUNDING AGREEMENT
BETWEEN
THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA
AND
CITY OF SAN MARINO
TABLE OF CONTENTS
Section Page
Recitals. 2
Section 1: Agreement Term 3
Section 2: Agreement Administrators.. .3
Section 3: Reporting Requirements.. .3
Section 4: Installation Verification 3
Section 5: Incentive Amount and Payment.. 3
Section 6: Responsibilities and Ownership.. …4
Section 7: Rate Structure Integrity 5
Section 8: Notice .....6
Section 9: Other Terms.......... ...7
Section 10: Evaluation, Audit and Record Retention ....7 Exhibits
Exhibit A: Metropolitan CII Program Incentives
Exhibit B: Additional CIL Incentives by Member Agency
Exhibit C: Member Agency Not Using Metropolitan's Vendor City of San Marino -1- Agreement No. 66656
AGREEMENT NO. 66656
FY 2005-15
THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA'S
COMMERCIAL/INDUSTRIAL/INSTITUTIONAL WATER CONSERVATION ITEM
FUNDING AGREEMENT
BETWEEN
THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA
AND
CITY OF SAN MARINO
THIS AGREEMENT (Agreement) is made and entered into as of January 1, 2005 by and between The Metropolitan Water District of Southern California (Metropolitan) and City of San Marino, a member public agency of Metropolitan, hereinafter referred to as Member Agency.
Metropolitan and Member Agency may be collectively referred to as "Parties" and individually as "Party".
Recitals
A. Pursuant to Board Letter 9-1, dated January 13, 2004, Metropolitan adopted a long-term regional Commercial/Industrial/Institutional (CI) conservation retrofit program (Program). Under the Program, Metropolitan entered into an agreement with a Vendor to provide centralized marketing and incentive administration to its Member Agencies' end use CIl customers. The Program also provides an option for Member Agency to implement retrofits on their own without Metropolitan's Vendor.
B. Under the Program, Metropolitan has established fixed-rate incentives for a number of water-conservation retrofits implemented by commercial, industrial and institutional users of municipal water supplies within Metropolitan's service area. Metropolitan expects to establish incentives in the future for additional water conservation retrofits and may also change existing funding rates. Metropolitan has fiscal responsibility to manage its budget, and hence may limit availability of funds or the number of items that qualify for funding.
C. At its sole discretion, Member Agency can also choose to supplement Metropolitan's incentives.
City of San Marino -2- Agreement No. 66656
NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, the Parties do agree as follows:
Section 1: Agreement Term
1.1 This Agreement will be effective on January 1, 2005, and shall terminate on December 31, 2015 (Term). Continuance of this Agreement will be subject to annual budget approval by Metropolitan's Board
1.2 This Agreement may be amended at any time by written mutual agreement executed by both of the Parties.
1.3 This Agreement may be terminated by either Party for any reason after 30 days written notice to the other Party as provided in Section 8. Within 90 days of the termination date, Metropolitan will provide a Final Program Report to Member Agency.
Section 2: Agreement Administrators
Mr. Jose Vergara is appointed Agreement Administrator for Metropolitan for the purpose of administering this Agreement and making any decisions in connection therewith on behalf of Metropolitan. Concerns regarding the Program should be addressed to Mr.
Vergara.
2.2 Ms. Melinda Weinrich is appointed Agreement Administrator for Member Agency for the purpose of administering this Agreement and making any decisions in connection therewith on behalf of Member Agency.
2.3 The designated Agreement Administrators may be changed by providing written notice to the other Party as outlined in Section 8.
Section 3: Reporting Requirements
3.1 Metropolitan shall provide Member Agency with an annual Program report that includes a summary of Program activity within Member Agency's and its participating retail agencies' service areas.
3.2 Metropolitan shall provide Member Agency with Program activity data within Member Agency and its participating agencies' service area through designated on-line access to reports.
Section 4: Installation Verification
4.1 Metropolitan, at its own expense, shall conduct an independent verification of fixture retrofits and conduct interviews with end-use CII customers regarding their experience with the Program to randomly selected Program participants throughout Metropolitan's service area.
Section 5: Incentive Amount and Payment
5.1 Under the Program, Metropolitan has established fixed-rate financial incentives for a number of water-using devices as shown in Exhibit A and Member Agency has City of San Marino -3- Agreement No. 66656
established additional incentives as shown in Exhibit B, which exhibits are attached hereto and incorporated herein by this reference. The combined financial incentives from Exhibits A and B per device will be paid by Metropolitan to Member Agency's CIl customers for accomplished installations, compliant with Metropolitan's Program.
5.2 Metropolitan, through its Board, expects to establish incentives in the future for additional water conservation retrofits and may also change existing incentive rates.
Metropolitan has fiscal responsibility to manage its budget, and hence may limit availability of funds or the number of items that qualify for incentives. To the extent Metropolitan's Board determines to change or eliminate the existing incentives listed in Exhibit A, an Addendum to Exhibit A will be issued from Metropolitan and that Addendum will identify the changes as of the Addendum's effective date.
5.3 At its sole discretion, Member Agency may choose to supplement Metropolitan's incentives. Member Agency's supplemental incentives are identified in Exhibit B and may be revised by addendum upon written notice from Member Agency to Metropolitan at any time during the term of this Agreement. Every Exhibit B Addendum shall constitute the respective agency's entire financial commitment under this Agreement and shall fully replace the prior Exhibit B. Revisions may apply only to the service areas of certain retail agencies within Member Agency or to the Member Agency's entire service area. It is the responsibility of Member Agency to identify boundaries of the respective service areas it proposes in an Exhibit B addendum in a format that supports practical implementation of the Program. Upon receipt of an Exhibit B addendum, Metropolitan, shall establish an effective date for implementing the changes if in its sole determination it concludes that the changes are consistent with its program implementation approach.
Metropolitan shall notify Member agency of its determination and the effective date of every Exhibit B addendum it receives.
5.4 Alter incentives pursuant to Exhibit B are issued by Metropolitan to customers in Member Agency's service territory, a debit of equal amount will be posted on Member Agency's ensuing water bill from Metropolitan. If there is subsequently a correction, it will be posted on an ensuing Member Agency water bill from Metropolitan.
Section 6: Responsibilities and Ownership
6.1 Member Agency elects to participate in Metropolitan's Program to provide financial incentives for water-efficient devices within its service area. This Agreement identifies the specific incentive amounts that are in effect in the individual Member Agency's service territory.
6,2 If Member Agency elects not to use Metropolitan's Vendor but rather will administer the Program itself or through its own vendor, the provisions in Exhibit C will apply.
6.3 Member Agency agrees to allow Metropolitan and Vendor to market and administer commercial incentives in its service territory and assist Vendor in implementing Program in their area. Marketing activities undertaken by the Vendor specific to a Member Agency are subject to the approval of the Member Agency.
6.4 Metropolitan and Member Agency each agree that it is responsible for its own actions under this Agreement; agree to indemnify and hold the other party and their officers and agents harmless; and agree to defend the other party against any claim or asserted liability City of San Marino -4- Agreement No. 66656
arising out of its actions, either willful or negligent, or its actions in implementing the program (including, but not limited to, any claims or liability for injury or death to any person, damage to property, natural resources or the environment, or water quality problems). Such indemnity will include any losses relating to any claim made whether or not a court action is filed, and will include attorney's fees, and administrative and overhead costs related to or arising out of such claim or asserted liability.
Section 7: Rate Structure Integrity
7.1 Member Agency agrees and understands that Metropolitan's rate structure as of January 1, 2004 ("Existing Rate Structure") provides the revenue necessary to support the development of new water supplies by local agencies through incentive payments in the Local Resources Program (LRP), Conservation Credits Program (CCP), and the Seawater Desalination Program (SP). In particular, the Water Stewardship Rate is the component of Existing Rate Structure that provides revenue for the LRP, CCP and SDP. Further, Member Agency acknowledges that Existing Rate Structure and all components within that rate structure were developed with extensive public input and member agency participation, and that the elements of Existing Rate Structure have been properly adopted in accordance with Metropolitan's rules and regulations.
7.2 (a) Member Agency agrees that Metropolitan's rates set under the Existing Rate Structure may be reset throughout the term of this Agreement to account for the cost of service, and that Member Agency will address any and all future issues, concerns and disputes relating to Existing Rate Structure, through administrative opportunities available to them pursuant to Metropolitan's public board process.
As such, Member Agency agrees if they file or participate in litigation or support legislation to challenge or modify Existing Rate Structure, including changes in overall rates and charges that are consistent with the current cost-of-service methodology, Metropolitan may initiate termination of this agreement consistent with Section 7.4 below. Metropolitan agrees that any change in Existing Rate Structure, including changes in cost-of-service philosophy or methodology would be enacted only after collaboration and discussion with its member public agencies, and Metropolitan's public board review and approval process. (b) Notwithstanding the foregoing, Member Agency retains the right to file and/or participate in litigation and/or to support legislation without triggering the termination of this agreement if there are material changes to Existing Rate Structure or changes in cost-of-service methodology used to set rates by future Metropolitan board action. Member Agency also retains the right to file and/or support litigation should Metropolitan, in setting rates under Existing Rate Structure, fail to comply with public notice, open meeting, or other legal requirements associated with the process of setting water rates and related taxes, fees, and charges. Member Agency agree that they will not file or participate in litigation, nor will they support legislation affecting Metropolitan's rate structure after any such change in rate structure or violation of the law regarding rate setting processes until, and unless, they have exhausted all administrative opportunities available to them pursuant to Metropolitan's public board process.
City of San Marino -5- Agreement No. 66656
7.3 Member Agency agrees that all users of the Metropolitan conveyance and distribution system should support the LRP, CCP, and SDP, that such projects provide benefits to Metropolitan and the users of the system by making existing distribution and conveyance capacity available for additional delivery, and that under Existing Rate Structure, the Water Stewardship Rate is an element of charges properly adopted by the Metropolitan Board and properly applied to water wheeled through the Metropolitan conveyance and distribution system.
7.4 Should Member Agency file or support litigation, or sponsor or support legislation, that would challenge or be adverse to Existing Rate Structure, as described in Paragraph (a) of Section 7.2, Metropolitan's Chief Executive Officer may file a 90-day notice of intent to terminate this Agreement with Metropolitan's Executive Secretary, with copies to all members of Metropolitan's Board of Directors, and contemporaneously provide Member Agency with a copy of the notice. Within 30 days of receipt of such notice, Member Agency shall have the right to request, in writing, mediation of the dispute by a neutral third party with expertise in finance and rate setting. The mediator shall be selected by agreement of the parties, or failing agreement within 60 days of such request for mediation, a mediator shall be selected by the Metropolitan Board of Directors from a list of at least four candidates, one each from Member Agency, and two of which will be supplied by Metropolitan's Chief Executive Officer. The cost of the mediation shall be borne equally by the parties. The request for mediation shall also serve to stay the 90-day notice of intent to terminate, but for no more than 90 days beyond the filing of the notice of request for mediation, unless otherwise agreed in writing by the parties. If mediation does not result in an agreement acceptable to each party to this Agreement within the time provided herein, the notice of intent to terminate shall be reinstated. The Metropolitan Board of Directors shall act to approve or disapprove termination of this Agreement, and all of Metropolitan's obligations hereunder shall terminate if approved, on or before the ninetieth day following filing of the notice to terminate or, if mediation has been requested as described above, the ninetieth day following the request for mediation (or other date agreed in writing by the parties.)
7.5 Metropolitan and Member Agency agree that should litigation or legislation brought forth or sponsored by third parties result in changes to Existing Rate Structure, this Agreement will continue in effect unless mutually agreed in writing by the parties.
7.6 Should Metropolitan and its member agencies agree on an alternative rate and revenue structure that obviates the need for this section on Rate Structure Integrity, this section shall be amended or deleted to conform to such action.
Section 8: Notice
8.1 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:
City of San Marino -6- Agreement No. 66656
If to Metropolitan: The Metropolitan Water District of Southern California Post Office Box 54153
Los Angeles, CA 90054-015:
Attention: Mr. Jose Vergara
If to Member Agency: City of San Marino
California-American Water Company
2020 Huntington Drive
San Marino, CA 91108-2022
Attention: Ms. Melinda Weinrich
Either Party may change such address or Agreement Administrators by giving notice to the other Party as provided herein.
Section 9: Other Terms
9.1 Any alteration or variation of the terms of this Agreement will not be valid unless made in writing and signed by both Parties.
9.2 This Agreement will inure to the benefit of and be binding upon Metropolitan, Member Agency, and their respective successors.
9.3 The partial or total invalidity of one or more parts of this Agreement will not affect the intent or validity of this Agreement.
9.4 This Agreement will be deemed a contract made under the laws of the State of California, and for all purposes will be interpreted in accordance with such laws. Metropolitan and Member Agency 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 Los Angeles County, California.
9.5 This Agreement constitutes the entire agreement between both Parties.
Section 10: Evaluation, Audit and Record Retention
10.1 Metropolitan and Member Agency agree to provide access to their and their authorized representatives' books, documents, papers, computer files and records that are directly pertinent to this Agreement for the purpose of making Program evaluation, audit, examination, excepts, and transcriptions. Metropolitan and Member Agency will retain all required records for a period of three Fiscal Years following termination of this Agreement.
City of San Marino Agreement No. 66656
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
APPROVED AS TO FORM: THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA
Jeffery Kightlinger*.. Debra C. Man /16
General Counsel Acting CEO/General Manager
By: By:
Senior Deputy Stephen N. Arakawa, Manager
General Counsel Water Resource Management
Date: Date: 319106
APPROVED AS TO FORM:: CITY OF SAN MARINO
By:
Date: Date:
Melinda Weinrich Robert Wishner
calfforona retican fateams Coordinator City Manager
In Duplicate
O: VIS Contract AGREEICH/Maste/San Marino/San Marino CIl Master Agreement City of San Marino -8- Agreement No. 66656
CIl Exhibit A
Metropolitan Commercial/Industrial/Institutional Program Incentives Water-Efficient Device/Equipment Incentive/device
ULF Toilets (includes flush-valve and gravity type)' $60 Dual-Flush (DF) Toilets" $80
Urinals (water efficient/ non -water consuming)* $60
X-Ray Re-circulation System $2,000
Cooling Tower Conductivity Controller (CTCC)" $500
High Efficiency Commercial Clothes Washer $100
Water Broom® $100
Pre-Rinse Self-Closing Spray Head" $50
'Qualifying ULF Toilets have a maximum flush of 1.6 gallons/flush (per ANS). ? Qualifying DF Toilets have a maximum flush of 1.6 gallons/flush and a reduced flush mode of 1.1 (per ANSI). * Qualifying Water Efficient Urinals have a maximum flush of 1.0 gallons/flush. " Qualifying Non-Water Consuming Urinals convey liquid without the use of water (per ANSI). 5 Qualifying X-Ray Re-circulating systems must reduce water usage by 98%. "Qualifying CTCC must automatically maintain conductivity or TDS level below a user-defined value by actuating the solenoid valve on the bleed line.
"Qualifying HEW's have a water factor of 9.5 or less (per Consortium for Energy Efficiency). * Qualifying Waterbrooms must be able to use high-pressure, low volume spray using only water with no cleaning agents at an average usage of 0.006 gallons/square feet.
Qualifying Spray Valves must demonstrate a flow rate that does not exceed 1.6t 0.1 gallons per minute (per CUWCC).
City of San Marino -1- Agreement No. 66656
CII Exhibit B
Additional Commercial/Industrial/Institutional Incentive by Member Agency (subagency) Water-Efficient Device/Equipment Additional CIl Incentive/device (Member Agency/Local Agency)
ULF Toilets (includes flush-valve and gravity type)"° SO Dual-Flush (DF) Toilets"
Urinals (water efficient/ non -water consuming)" $0
X-Ray Re-circulation System'4 $0
Cooling Tower Conductivity Controller (CTCC)" $0
High Efficiency Commercial Clothes Washer™ $O
Water Broom' $0
Pre-Rinse Self-Closing Spray Head!
Up to Total Dollars: SO/Year
Submitted by (name): Ms. Melinda Weinrich Date:
Agreement Administrator Signature:
Member Agency: City of San Marino
Local Agency and service area' (if applicable):
Metropolitan's Use Only
Received by Metropolitan (date):
Effective date of Exhibit/Addendum:
Approved by:
i Qualifying ULF Toilets have a maximum flush of 1.6 gallons/flush (per ANSI). " Qualifying DF Toilets have a maximum flush of 1.6 gallons/flush and a reduced flush mode of 1.1 (per ANST). 12 Qualifying Water Efficient Urinals have a maximum flush of 1.0 gallons/flush.
Qualifying Non-Water Consuming Urinals convey liquid without the use of water (per ANSI. '* Qualifying X-Ray Re-circulating systems must reduce water usage by 98%. solenoid valve on the bleed line.
" Qualifying HEW's have a water factor of 9.5 or less (per Consortium for Energy Efficiency). ' Qualifying Waterbrooms must be able to use high-pressure, low volume spray using only water with no cleaning agents at an average usage of 0.006 gallons/square feet.
1* Qualifying Spray Valves must demonstrate a flow rate that does not exceed 1.6t 0.1 gallons per minute (per CUWCC). 1 Please illustrate service area by attaching a map, or a list of cities, or a list of zip codes.
City of San Marino -2- Agreement No. 66656
CIl Exhibit C
Member Agency Not Using Metropolitan's Vendor
If a Member Agency elects not to use Metropolitan's Vendor, indicate in the box below anc ign where indicated. By doing so, Member Agency agrees to the following Program Tracking:
Member Agency shall develop, provide and implement a master record-keeping database in Geographic Information Systems (GIS) format, to record and track all elements of the Program, including but not limited to:
• rebate application for tracking purposes
• date of rebate application
• type of participating end user and NAICS code (North American Industry Classification)
type of facility in which device/equipment was installed (restaurant, market, distribution center, laundromat, etc.)
end-user (customer) name, billing address including zip code, and contact name and phone number
retail water agency name and water account number
Metropolitan member agency name
installation location address including separate fields for address, city, and zip code.
Installation location county code
device/equipment specification (types, brands, models, etc.) number of devices/equipment installed at installation location acre-feet of water savings (annual and lifetime)
rebate amounts for each device/equipment and payee name, address, and telephone number; source of rebate funds
date of rebate check issuance and check number
any other fields that may be required by Metropolitan (up to 10 additional fields).
Compensation:
Payment to Member Agency will consist of reimbursement of rebates from Metropolitan consistent with Exhibit A and consistent with Section S: Incentive Amount and Payment of this Agreement. There will be no need for an Exhibit B to this Agreement.
Member Agency shall submit invoices to the Agreement Administrator monthly or more frequently if needed, whose mailing address is P.O. Box 54153, Los Angeles, California 90054- 0153. Each invoice shall include the following information:
• Member Agency's name and mailing address,
Metropolitan's name and agreement number
device and equipment installation totals (current reporting period and total cumulative) segregated by customer category based on the NAICS code (to 4 digits) for each sub-agency and retail agency (if different) • lifetime acre-feet of water saved (current reporting period and total cumulative) City of San Marino -3- Agreement No. 66656
CIl Exhibit C
• rebate applications completed (current reporting period and cumulative) • rebate amounts paid (current reporting period, total cumulative, amount previously reimbursed by Metropolitan)
Member Agency's invoices shall be signed and certified to be true and correct to the best of Member Agency's knowledge.
Reporting:
Member Agency shall be responsible for the timely submittal to Metropolitan of annual reports and shall include the following:
a. Annual Report shall summarize all prior-reporting periods, which shall conclude on December 31 of each calendar year. An administrative draft of the first annual report shall be submitted to Metropolitan for review and comment by January 30, 2006. Member Agency shall prepare and submit its final version of the first annual report by February 28, 2006. Sımilarly, an administrative draft and a final report for each following year's annual report shall be submitted for review and comment by end of January and February respectively of that year.
b. Annual Reports will include summary information including, but not limited to:
1. device and equipment installation totals segregated by customer category based on the NAICS code (to 4 digits) for each sub-agency and retail agency (if different)
2. lifetime acre-feet of water saved
3. rebate applications completed
4. rebate amounts paid (Member Agency and Metropolitan) • I will not participate in Metropolitan's centralized marketing and incentive program and agree to the above.
APPROVED AS TO FORM:
By: By:
General Manager
Date: Date:
Metropolitan's Use Only
Received by Metropolitan (date):
Effective date of Exhibit/Addendum:
Approved by:
City of San Marino -4- Agreement No. 66656
АСТРРОТАЙ
THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA
Date: November 13, 2012
To: File
From: Bill McDonnell, Agreement Administrator
Subject: First Amendment to Member Agency Commercial Master Agreements The First Amendment to the Member Agency Commercial Master Agreements were initially sent out to member agencies for signatures in 2009. The First Amendment was to add a paragraph allowing Metropolitan to issue conservation credits on member agency's water service invoice.
After repeated attempts the following agencies never returned an executed First Amendment:
Water Conservation Funding Agreement No. 66642 - Compton Water Conservation Funding Agreement No. 66641 - Central Basin Water Conservation Funding Agreement No. 66661 - Torrance Water Conservation Funding Agreement No. 66656 - San Marino Water Conservation Funding Agreement No. 66658 - Santa Monica Beginning in Addendum 11 and all future Addenda, this provision was included for all agencies.
Therefore, the agencies listed above will not have an executed First Amendment in the file, and Addendum 11 and future Addenda will serve as documentation of this language.
Till Aby
Bill McDonnell
SECOND AMENDMENT
FY 2015-2025
WATER CONSERVATION FUNDING AGREEMENT NO. 66656
BETWEEN
THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA
AND
CITY OF SAN MARINO
There is now in effect a Water Conservation Funding Agreement between The Metropolitan Water District of Southern California (Metropolitan) and City of San Marino effective through June 30, 2015, amended by the First Amendment, hereinafter referred to as Agreement. The parties desire to amend the Agreement with this Second Amendment to extend the Agreement Term through June 30, 2025.
IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment to the Agreement.
City of San Marino THE METROPOLITAN WATER
DISTRICTOF SOUTHERN CALIFORNIA
Jeffrey Kightlinger
General Manager
y: John Sorcer DelaC. Men
By: Debra C. Man
City Manager Assistant General Manager/COO
Date: 6/20/15 Date: 7/6/15
APPROVED AS TO FORM: APPROVED AS TO FORM:
Marcia L. Scully
the 1. Ing
By: Attorney By:
Senior Deputy General Counsel
Date: 6/26/15 Date: