EXHIBIT
3-A
DRAFT
AGREEMENT BETWEEN
THE MONTEREY PENINSULA WATER MANAGEMENT DISTRICT
AND
THE MONTEREY COUNTY WATER RESOURCES
AGENCY
FOR FUNDING AND COMPLETION OF
AN UPDATE TO THE CANYON
WHEREAS, the Monterey County Flood Control and Water
Conservation District, which is now called the Monterey County Water Resources
Agency (“Agency"), completed on June 30, 1977 the “Monterey
County Master Drainage Plan, Canyon Del Rey Watershed”;
WHEREAS,
the Agency has collected funds since 1978 in order to fund studies and
improvements in the Canyon Del Rey watershed;
WHEREAS,
the Agency and the Monterey Peninsula Water Management District (“District”), have
joint responsibilities for managing the water resources in the Canyon Del Rey
watershed and they desire to cooperate in obtaining mapping information and an
assessment of the watershed;
NOW
THEREFORE, it is mutually agreed by Agency and District to enter into this
agreement for funding and completion of an update to the 1977 Monterey County
Master Drainage Plan, Canyon Del Rey Watershed this _____ day of
________________2006.
SECTION
I
SCOPE
OF SERVICES
Agency
hereby engages District for the conduct and preparation of certain analyses,
studies, and planning procedures as set forth in Exhibit A, Scope
of Services.
SECTION
II
COMPENSATION
A. REIMBURSEMENT SCHEDULE
Reimbursements
payable to District for services specified herein shall be in accordance with Exhibit
B, Reimbursement Schedule.
B. METHOD OF PAYMENT
Reimbursement
of funds expended by District shall be based on deliverables for each Subtask,
as described in Exhibit A,
Scope of Services. District shall request reimbursement and Agency shall pay
District those amounts, subject to a finding by Agency that deliverables for
each Subtask have been completed satisfactorily. Where Agency finds the work to be
unsatisfactory, Agency shall describe deficiencies in writing to District within
twenty (20) days. Payments are due and payable to District within thirty (30)
days after receipt of invoice. Ten percent
(10%) of the maximum payment shall be retained by Agency until such time as Agency
releases retention to District.
C.
MAXIMUM PAYMENT
Reimbursements
by Agency to District for services rendered and expenses incurred under this
Agreement shall not exceed $61,000.
SECTION
III
TIME
OF PERFORMANCE
District
shall cause work to begin upon the effective date of an Agreement with a
sub-contractor for the work described in Exhibit
A, Scope of Services, and shall complete all tasks described herein
according to the schedule shown in Exhibit C, Work Schedule.
SECTION
IV
RESPONSIBILITIES
A. Upon request, Agency shall provide
District with all relevant data and studies in its possession without charge.
B. District shall coordinate and arrange
for all meetings required to be held with other agencies or persons hereunder,
unless otherwise specified in Exhibit A, Scope of Services.
SECTION
V
CHANGES
AND CHANGED CONDITIONS
If,
during the course of the work herein contemplated, the need to change the Scope
of Services or the time schedule should arise, for whatever reasons, whichever
party first identifies such need to change shall notify the other party in
writing. The representatives of the
parties shall meet within seven (7) working days of the date of such notice, to
discuss the need for change so identified and to set the proposed action to be
taken by the parties. A change in the
Scope of Services may also result in a change in the compensation amount. Any changes agreed to shall be documented by
duly executed amendments to this Agreement.
SECTION VI
TERMINATION
District
or Agency may terminate this Agreement by written notice at any time prior to
completion of work described in Exhibit
A, Scope of Services by either party for violation of any material
provision after such violation has been called to the attention of the other
party to this agreement and after failure to reach agreement on how to comply
with the provisions of this Agreement within a reasonable time, as determined
by the Agency. In the event of such
termination, the Agency agrees, upon demand, to immediately repay to District
an amount equal to any outstanding invoice balances prior to such
termination. In the event of
termination, interest shall accrue on all amounts due at the highest legal rate
of interest from the date that notice of termination is mailed to the District to
the date of full repayment by the Agency.
In addition, Agency agrees to pay all costs incurred by District to
recover such funds.
SECTION
VII
SUB‑CONTRACTING
AND ASSIGNABILITY
District
shall consult with Agency prior to sub‑contracting any portion of the
work required by this Agreement.
SECTION VIII
DISPUTES
In
the event of a dispute arising out of the performance of this Agreement either
party shall, as soon as a conflict is identified, submit a written statement of
the conflict to the other party. Within
five (5) working days of receipt of such a statement of conflict, the second
party will respond and a meeting will be arranged not more than five (5)
working days thereafter to arrive at a negotiated settlement or procedure for
settlement. If, within twenty (20)
working days from the initial filing of a statement of conflict an agreement
cannot be reached, it is agreed that the dispute may be resolved in a court of
law competent to hear this matter. This
Agreement shall be construed in accord with
SECTION
IX
NOTICES
All
communications to either party by the other shall be deemed given when made in
writing and delivered or mailed to such party at its respective address, as
follows:
District: Monterey
Peninsula Water Management District
Attention: General Manager
Agency Monterey County Water
Resources Agency
P.O. Box 930
Salinas,
CA 93902
Attention: General Manager
SECTION
X
AMENDMENTS
This
Agreement together with Exhibits A, B, C sets forth the entire
understanding of the parties with respect to the subject matter herein. There are no other agreements expressed or
implied, oral or written, except as set forth herein. This Agreement may not be amended except upon
written amendment, executed by both parties hereto.
SECTION
XI
ATTACHMENTS
The
following exhibits attached hereto and referred to in the preceding sections
are, by reference, incorporated herein and made an integral part of this
Agreement:
Exhibit A.
Scope of Services
Exhibit B. Reimbursement
Schedule
Exhibit C.
Work Schedule
IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement effective
as of the day and year first above written.
MONTEREY PENINSULA WATER MANAGEMENT DISTRICT
__________________________________________________
BY:
David A. Berger, General Manager
MONTEREY COUNTY WATER RESOURCES AGENCY
__________________________________________________
BY:
Curtis V. Weeks, General Manager
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