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Amendment 1
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (hereinafter referred to as "Agreement"), is amended and entered into as of _____________, 2024 and is between the LOS ANGELES COUNTY FLOOD CONTROL DISTRICT (hereinafter referred to as “LACFCD”), CITY OF SANTA CLARITA (hereinafter referred to as "CSC"), County of Ventura (hereinafter referred to as "CV"), and WEST BASIN MUNICIPAL WATER DISTRICT (hereinafter referred to as “WBMWD”). LACFCD, CSC, CV, and WBMWD are hereinafter referred to as " Parties" or, each individually, as “Party” for the implementation of the 2016 Proposition 1 Disadvantaged Community Involvement Program (hereinafter referred to as "DACIP") for the Los Angeles-Ventura Funding Area.
The requested grant amount for the DACIP is $9,800,000.
W I T N E S S E T H
WHEREAS, on November 4, 2014, California voters approved Proposition 1, the Water Quality, Supply, and Infrastructure Improvement Act of 2014. Proposition 1 authorized the appropriation of $510 million in Integrated Regional Water Management (hereinafter referred to as " IRWM") funding for Implementation, Planning, and Disadvantaged Community Involvement efforts to each Funding Area; and
WHEREAS, Water Code §79745 requires the California Department of Water Resources (hereinafter referred to as “DWR”) to expend not less than 10 percent of the Proposition 1, Chapter 7 funds authorized for the IRWM Grant Program, $51 million, for Funding Areas for the purpose of ensuring involvement of D isadvantaged Communities, economically distressed areas, or underrepresented communities (hereinafter collectively referred to as "DACs") in IRWM planning efforts; and
WHEREAS, the DWR issued Proposition 1 IRWM Grant Program Guidelines for the 2016 DACIP Grant Solicitation in July 2016 to establish the process and criteria to solicit a single Funding Area -wide proposal from each of the 12 Proposition 1 Funding Areas, one of which is the Los Angeles-Ventura Funding Area (hereinafter referred to as “Funding Area”), and award Proposition 1 grants under the IRWM Grant Program; and
WHEREAS, in 2016, the Funding Area's three IRWM Regional Water Management Groups (hereinafter referred to as "RWMGs"), namely, Greater Los Angeles County (GLAC), Upper Santa Clara River (USCR), and Watersheds Coalition of Ventura County (WCVC), and their participating local entities have designated LACFCD as the representative entity to apply for, accept, and administer Proposition 1 2016 DACIP grant funds on behalf of the Funding Area to fund proposed DACIP activities; and
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WHEREAS, LACFCD, CSC, and CV have each been designated as the lead agency for its respective Funding Area RWMG to provide program management oversight for the implementation of DACIP engagement and involvement activities to be funded under Prop 1 within its respective IRWM region; and
WHEREAS, eligible grant recipients under the Guidelines are public agencies defined as a City, County, City and County, District, joint powers authority, State agency or Department, or other political subdivision of the State, and nonprofit organ ization defined as any California corporation organized under Sections 501(c)(3), 501 (c)(4), or 501 (c)(5) of the United States Internal Revenue Code. Other entities that are part of the Funding Area for applying for the grant may perform work funded by the grant; and
WHEREAS, on October 3, 2017 DWR awarded an implementation grant of up to Nine Million, Eight Hundred Thousand ( $9,800,000) to the LACFCD on behalf of the Funding Area IRWM RWMGs; and
WHEREAS, DWR has entered into an agreement (hereinafter referred to as "Grant Agreement") with LACFCD for the administration of said grant funds for the DACIP within the Funding Area; and
WHEREAS, the RWMGs desired that LACFCD execute the Grant Agreement with DWR and perform the role of Grantee therein on behalf of the Funding Area RWMGs so that the Funding Area can receive and benefit from the Proposition 1 grant funds for its DACIP in the amount identified in Exhibit B to the Grant Agreement; and
WHEREAS, it is the intention of LACFCD and CSC to utilize WBMWD to serve as fiscal intermediary of the Prop 1 grant funds for their respective IRWM regions within the Funding Area, including retaining contractors and cons ultants for implementation of the DACIP. VC will retain under a separate Agreement contractors and consultants for implementation of the DACIP for its IRWM region. LACFCD and CSC will oversee the activities of WBMWD's consultants and subcontractors within their respective IRWM regions and VC will oversee the activities of its consultants and their subcontractors within its respective IRWM region; and
WHEREAS, each Party agrees that it shall bear full responsibility and liability for implementation of the DACIP within its respective IRWM region under this Agreement, including but not limited to the Grant Agreement responsibilities allocated to the Parties under this Agreement. The Parties will also provide any documentation and information requested or required under this Agreement with respect to the implementation of the DACIP; and
WHEREAS, the Parties desire to enter into this Agreement to clarify their respective roles and responsibilities with respect to the anticipated grant from DWR and the Parties' responsibilities pursuant to the Grant Agreement; specifically, the Parties intend that LACFCD's role will be to administer the grant funding and submit documentation required under the Grant Agreement to DWR on behalf of the RWMGs, for which LACFCD will be reimbursed pursuant to this Agreement. Each Party will be
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responsible for all other activities required under the Grant Agreement related to the DACIP within i ts respective IRWM region jurisdiction, including but not limited to construction, monitoring, Program management, contracting for services, fiscal management, and legal compliance; and
WHEREAS, the Funding Area was awarded a grant of $9,800,000. This amount includes 7.5 percent ($735,000) to also cover: LACFCD's costs for grant administration and program management ($574,000); WBMWD’s contracting and fiscal management ($44,000); VC's program management costs ( $109,000); CSC's program management costs ($8,000). Additionally, $216,000 will be reimbursed for preparing the application, and all these costs are reflected in Exhibit B of the Grant Agreement. The Parties intend by this Agreement to establish that LACFCD will seek reimbursement of its $574,000, WBMWD of its $44,000, VC of its $109,000, and CSC of its $8,000. The Parties agree and authorize LACFCD to absorb any/all unused funds remaining in the budget for preparing the application. Additionally, the Parties agree and authorize LACFCD to absorb any/all unused funds remaining in each respective Party’s grant administration budget, following completion of all grant administration activities, which will be applied towards LACFCD’s grant administration and program management budget.
NOW, THEREFORE, in consideration of the covenants and mutual undertakings set forth herein, the Parties hereby agree as follows:
SECTION (1) LACFCD'S RESPONSIBILITIES
LACFCD AGREES TO, for as long as the Grant Agreement remains in effect:
(1) Provide staff to oversee grant administration, and manage grant funds, and provide program oversight as related to the grant.
(2) Provide staff to manage the program within the GLAC IRWM region, including for work performed by the WBMWD contractors and subcontractors as related to the grant.
(3) Coordinate with the other Parties' program manager s regarding issues related to DACIP activities within their respective IRWM regions.
(4) Establish an independent account to manage the grant funds for the DACIP and provide regular updates to the Parties of balance and activities of the DACIP account.
(5) Request from the Parties and submit to DWR reports and information for the DACIP as required under the Grant Agreement.
(6) Execute amendments to the Grant Agreement on behalf of the Funding Area upon written approval by the other Parties.
(7) Process grant reimbursement requests submitted by the Parties, including,
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submission of such requests to DWR . Upon approval by LACFCD of invoices submitted, LACFCD will instruct Fiscal Division to pay WBMWD up to $4,500,000 total for consultants’ and their subcontractors invoices for work performed in the
GLAC and USCR regions and, upon receipt of funds from DWR related to the invoices submitted, provide reimbursement to said Parties within forty-five (45) days of receipt by LACFCD of funds from DWR for Parties contract and program administrations, and consultant and subcontractors’ services.
(8) Submit grant reimbursement request(s) to DWR, for a total amount not to exceed $951,000 for Parties' grant proposal development, grant administrative costs, and program management oversight efforts with respect to the DACIP grant, as authorized by DWR.
(9) For the areas of the Upper Santa Clara River watershed within LACFCD 's jurisdictional boundaries, pro vide funding to contractors for DACIP grant tasks specific to the Upper Santa Clara River IRWM region within said boundaries.
SECTION (2) OTHER PARTIES' RESPONSIBILITIES
CSC, VC, AND WBMWD EACH AGREE TO:
(1) Retain responsibility for all aspects of the DACIP as identified in the Grant Agreement and any approved amendments within its respective IRWM region, including but not limited to: review of permits required for project development ; design; construction; CEQA and NEPA compliance; project oversight; monitoring; payment of invoices; provision of reports, notifications and notices; compliance with all legal requirements related to the DACIP such as lead agency responsibilities as specified in the Grant Agreement and any approved amendments, and all othe r applicable local, State and Federal statutes and regulations related to the DACIP for the lifetime of the DACIP notwithstanding any early termination of this Agreement.
(2) Carry out the DACIP pursuant to the proposal as identified in Exhibit A to the Grant Agreement. Parties agree to notify LACFCD and receive LACFCD’s written approval as well as that of DWR in advance of implementing any proposed changes to DACIP, including proposed future changes to the Activity Descriptions in the DACIP proposal.
(3) On behalf of all entities within its respective IRWM region, c omply with all terms, provisions and commitments contained in the Grant Agreement, including all exhibits and attachments thereto, applicable to the Parties or t o LACFCD as Grantee or to representatives of Grantee under the Grant Agreement, whether or not herein specifically referenced (with the exception of responsibilities identified in Section (1) above which are solely responsibilities of LACFCD) , for the lifetime of the DACIP within its respective IRWM region . The Parties agree that
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responsibilities of the Grantee, representatives of Grantee, or activities for which LACFCD (as Grantee) and Parties may be listed as jointly responsible under the Grant Agreement, shall remain the sole responsibility of the Parties within its respective IRWM region, with the exception of activities herein listed as LACFCD'S RESPONSIBILITIES.
(4) Submit not more than one reimbursement request per quarter to LACFCD, in the format specified by LACFCD, executed by an authorized individual who is knowledgeable of the underlying activities and certifies and warrants the accuracy of the information contained in the reimbursement request.
(5) Allow LACFCD to be reimbursed by DWR in an amount not to exceed $574,000 of the requested grant amount for grant administrative costs, management, and DACIP oversight efforts with respect to the all Funding Area IRWMs, and program management and oversight efforts with respect to the GLAC IRWM region, which has been subtracted from the requested grant amount, as reflected in Exhibit B of the Grant Agreement. $50,000 of the requested amount will be applied towards LACFCD grant administration costs, management, and grant oversight efforts for the Urban and Multibenefit Drought Relief Grant, which supports implementation projects identified through DACIP grant activities. Allow LACFCD to absorb any/all unused funds remaining in the budget for preparing the application. Allow LACFCD to absorb any/all unused funds remaining in each respective party’s grant administration budget, following completion of all grant administration activities, which will be applied towards LACFCD’s g rant administration and program management budget.
(6) Allow CSC to be reimbursed by LACFCD, after receipt of DWR’s reimbursement, in an amount not to exceed $ 8,000 of the requested grant amount for program management and DACIP oversight efforts with respect to the USCR IRWM region, which has been subtracted from the requested grant amount, as reflected in Exhibit B of the Grant Agreement. Allow LACFCD to absorb any/all unus ed funds remaining in CSC’s grant administration budget, following completion of all grant administration activities, which will be applied towards LACFCD’s grant administration and program management budget.
(7) Allow VC to be reimbursed by LACFCD, after receipt of DWR’s reimbursement, in an amount not to exceed $ 109,000of the requested grant amount for program management and DACIP oversight efforts with respect to the WCVC IRWM region, which has been subtracted from the requested grant amount, as reflected in Exhibit B of the Grant Agreement. Allow LACFCD to absorb any/all unused funds remaining in VC’s grant administration budget, following completion of all grant administration activities, which will be applied towards LACFCD’s grant administration and program management budget.
(8) Allow WBMWD to be reimbursed by LACFCD, after receipt of DWR’s
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reimbursement, in an amount not to exceed $ 44,000 of the requested grant amount for contracting services and fiscal management for the GLAC and USCR IRWM regions, which has been subtracted from the requested grant amount, as reflected in E xhibit B of the Grant Agreement. Allow LACFCD to absorb any/all unused funds remaining in WBMWD’s grant administration budget, following completion of all grant administration activities, which will be applied towards LACFCD’s grant administration and program management budget.
(9) Provide and ensure accuracy of all deliverables, reports, documentation, notifications, notices and information related to the DACIP as required under the Grant Agreement and/or requested by LACFCD to assist and to enable LACFCD to provide information required by DWR in a prompt and timely manner, in accordance with the provisions of the Grant Agreement.
(10) Comply with all Basic Conditions, conditions for disbursement, Continuing Eligibility requirements, and Standard Conditions set forth in the Grant Agreement at all times.
CSC AND VC EACH AGREE TO:
(1) Designate in writing a Project Manager with the full authority to act on behalf of its respective RWMG on any matter related to the DACIP, and advise LACFCD and DWR immediately in writing of any change in Project Manager.
WBMWD AGREES TO:
(1) Establish an independent account to manage the LACFCD funds for the DACIP for GLAC and USCR, and provide routine updates of balance and activities of the DACIP account.
(2) Invoice LACFCD, submit required information, including reports, notices and notifications, to LACFCD and provide any documentation and information requested or required under this Agreement or by LACFCD with respect to implementation of the DACIP. In the event that the DACIP will be implemented by more than one c ontractor or subcontract or, shall ensure that it has entered into appropriate written agreement(s) with each of the other DACIP -implementing contractors and subcontractors to confirm the authority of WBMWD to enter into this Agreement on their behalf, and shall ensure that each of the other DACIP - implementing contractors and subcontractors agrees to comply with the same indemnification terms WBMWD must comply with under this AGREEMENT.
Further, acknowledges full responsibility for the implementation of the DACIP, including all r esponsibilities identified in this Agreement as well as the Grant Agreement and commits to the fulfillment of their respective obligations with respect to the DACIP; and
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Section (3) TERMINATION OF AGREEMENT
(1) This Agreement shall remain in effect while the Grant Agreement or any provision of the Grant Agreement remains in effect.
(2) Following termination of the Grant Agreement, each Party, as lead agency for its respective RWMG, shall remain responsible for any liability, costs or expenses related to its DACIP, including any request for repayment by DWR related to the DACIP and/or any enforcement costs referenced in Section 10 of the Grant Agreement, which may be asserted by DWR in the event of default related to the Party’s DACIP.
(3) Parties acknowledge that in no event shall LACFCD be responsible for any liability, costs, or expenses related to acts or omissions by the other Parties or their agents, including but not limited to other Parties ' contractors/subcontractors for the performance of work on, or the operation or maintenance of, the DACIP as a result of the termination of the Grant Agreement or for any other reason.
Section (4) GENERAL INDEMNIFICATION
(1) If, for whatever reason, DWR fails to fund any part of the grant commitment related to the DACIP, Parties and its contractors/subcontractors shall hold LACFCD harmless for that failure to fund and shall not seek any funding from LACFCD other than funds actually provided by DWR to LACFCD and specifically identified for the DACIP. If, for whatever reason, DWR demands repayment of any part of the grant commitment related to the DACIP, Parties shall indemnify, defend, and hold LACFCD harmless for their respective share of said repayment demand and shall not seek any funding from LACFCD in connection therewith.
(2) Each Party agrees to indemnify, defend, and hold harmless the others for any liability, costs, or expenses related to its acts or omissions hereunder, or those of its agents, including but not limited to contractors and subcontractors retained for the performance of work on, or the operation or maintenance of, the DACIP within its respective IRWM region. No Party shall be entitled to contribution from any other Party for liability, cost s or expenses related to its own acts or omissions, or those of its agents.
(3) Parties' indemnification will remain in effect for the lifetime of the DACIP.
Section (5) NOTIFICATION
(1) Any notices, bills, invoices, or reports relating to this Agreement, and any request, demand, statement or other communication required or permitted hereunder shall be in writing and
(a) shall be delivered to the representatives of the Parties at the addresses set
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forth below, except that any Party may change the address for notices by giving the other Party at least ten (10) days written notice of the new address:
LACFCD:
Matthew Frary, Principal Engineer
Stormwater Planning Division
Los Angeles County Flood Control District
County of Los Angeles Department of Public Works
900 South Fremont Avenue
Alhambra, CA 91803-1331
CSC:
Darin Seegmiller, Environmental Services Manager
Environmental Services Division
City of Santa Clarita
23920 Valencia Blvd.
Santa Clarita, CA 91355
VC:
Michele Guzman, Legislative Analyst
Government Affairs Division
County Executive Office
County of Ventura
800 S. Victoria Ave.
Ventura CA 93009-1940
WBMWD:
Tammy Hierlihy, Water Policy and Resources Analyst II
West Basin Municipal Water District
17140 South Avalon Blvd
Carson, CA 90746-1296
(b) when LACFCD establishes a process to electronically upload some of the above stated information via the Web, the Parties shall submit the information accordingly as directed by LACFCD.
Section (6) MUTUAL COVENANTS
(1) Governing Law: This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.
(2) Amendment: No variation, modification, change, or amendment of this Agreement shall be binding upon any Party unless such variation, modif ication, change, or amendment is in writing and duly authorized and executed by each Party. This Agreement shall not be amended or modified by oral agreements or understandings between the Parties or by any acts or conduct of the Parties.
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Notwithstanding the above, the Parties agree that any amendment to the Grant Agreement (including any amendment to a Party ’s grant amount and corresponding change to the dollar amount of administrative fees and/or program management costs shall become part of this Agreement upon the provision of written notice to the Parties without the necessity of further written agreement between the Parties absent the immediate provision of written objection by a Party to LACFCD.
(3) Entire Agreement: This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings.
(4) Covenant: All provisions of this Agreement, whether covenants or conditions, on the part of Parties shall be deemed to be both covenants and conditions.
(5) Interpretation: All Parties have been represented by counsel in the preparation and negotiation of this Agreement. Accordingly, this Agreement shall be construed according to its fair language and any ambiguities shall not be resolved against the drafting Party simply by virtue of having drafted the ambiguous provision.
(6) Assignment: No Party shall assign this Agreement or any of such Party's interest, rights, or obligations, under this Agreement without the prior written consent of the other Parties, which consent shall not be unreasonably withheld except that any Party may assign the Agreement, or any part thereof, to any successor governmental agency pe rforming the functions of the assigning Party as its successor.
(7) Manner of Execution : The Agreement may be executed simultaneously in counterpart, each of which shall be deemed an original, but together, shall constitute but one and the same instrument.
(8) Relationship of Parties: The Parties are, and at all times shall remain as to each other, wholly independent entities. No Party to this Agreement shall have the power to incur any debt, obligation, or liability on behalf of any other Party unless expressly provided to the contrary by this Agreement. No employee, agent, or officer of a Party shall be deemed for any purpose whatsoever to be an agent, employee, or officer of another Party.
Section (7) NEGATION OF PARTNERSHIP
(1) Nothing in this Agreement shall be construed to render LACFCD in any way or for any purpose a partner, joint venturer, or associate in any relationship with Parties, nor shall this Agreement be construed to authorize any Party to act as agent for the other Party unless expressly provided in this Agreement.
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Section (8) SAVINGS CLAUSE
(1) If any provision or provisions of this Agreement shall be determined by any court to be invalid, illegal or unenforceable to any exte nt, the remainder of the Agreement shall continue in full force and effect and this Agreement shall be construed as if the invalid, illegal or unenforceable provision(s) had never been contained in this Agreement.
Section (9) AUTHORITY TO ENTER INTO AGREEMENT
(1) Each of the persons signing below on behalf of a Party represents and warrants that he or she is authorized to sign this Agreement on behalf of such Party.
[Signatures appear on the following pages.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates opposite their respective signatures
LOS ANGELES COUNTY
FLOOD CONTROL DISTRICT
By
MARK PESTRELLA, P.E.
Chief Engineer
Date
APPROVED AS TO FORM:
DAWYN R. HARRISON
County Counsel
By
Deputy Date
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CITY OF SANTA CLARITA
ATTEST:
By
KENNETH W. STRIPLIN
City Manager
Date
APPROVED AS TO FORM:
JOSEPH M. MONTES
City Attorney
By
Date
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VENTURA COUNTY
ATTEST:
By
SEVET JOHNSON, PsyD
County Executive Officer
Date
APPROVED AS TO FORM:
TIFFANY N. NORTH
County Counsel
By
Date
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WEST BASIN MUNICIPAL WATER DISTRICT
ATTEST:
By
EDWARD J. CALDWELL
General Manager
Date
APPROVED AS TO FORM:
JOSEPH BYRNE, LEGAL COUNSEL
Best Best & Krieger, LLP
By
Date