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 DEL REY MASTER DRAINAGE PLAN

 

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 California law and it is agreed that venue shall be in the County of Monterey.  The prevailing party shall be awarded costs of suit, and attorneys' fees.

 

                                                                   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

P. O. Box 85

Monterey, CA 93942-0085

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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