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HomeMy WebLinkAboutSan Diego County Water Authority; 2016-04-14;Agreement between San Diego County Water Authority and Carlsbad Municipal Water District for Design, Construction, Ownership, Operation, and Maintenance of the Carlsbad 6 Flow Control Facility This Agreement is entered into as of , 2016, between the San Diego County Water Authority, a county water a hority (Water Authority) and Carlsbad Municipal Water District, a municipal water district (CMWD). The Water Authority and CMWD (collectively Parties) in consideration of their mutual covenants, and for other valuable consideration, agree as follows: Recitals: A. CMWD is a member agency of the Water Authority and currently distributes and sells retail water supplied by the Water Authority. B. The purpose of this Agreement is for the Water Authority to replace the Carlsbad 1 Flow Control Facility with a new Carlsbad 6 Flow Control Facility and to reduce water delivery capacity through the new facility. C. The Water Authority established an Asset Management Program (Program) in 2009 to prioritize the rehabilitation, repair, or replacement of assets based on consequence and probability of failure. Carlsbad 1 FCF was constructed in 1959. The Program has determined the existing Carlsbad 1 Flow Control Facility (Carlsbad 1 FCF) will be replaced by a new flow control facility, Carlsbad 6 Flow Control Facility (Carlsbad 6 FCF). D. The Water Authority currently meters and controls the delivery of up to 26 million gallons per day (mgd), or 40 cubic feet per second ( cfs ), of treated water from Pipeline 3 or Pipeline 4 to the existing Carlsbad 1 FCF. CMWD has requested a reduction of 6.5 mgd (10 cfs) delivery capacity for Carlsbad 6 FCF. As a result, Carlsbad 6 FCF will be designed and constructed to deliver 19.5 mgd (30 cfs) of treated water from Pipeline 3 or Pipeline 4. E. With the exception of the construction plans, there is no existing written agreement between the Parties for Carlsbad 1 FCF. Therefore, this Agreement establishes the terms and conditions pursuant to which the existing Carlsbad 1 FCF will be replaced by Carlsbad 6 FCF at the same location with a new permanent metered 19.5 mgd (30 cfs) treated water flow control facility, which will be designed, constructed, owned, operated, and maintained by the Water Authority. The Recitals are incorporated herein and the Parties agree as follows: 1. Delivery of Water to Carlsbad 6 FCF 1.1 Availability, delivery, rate of flow, and cost of treated water to be sold by the Water Authority to CMWD shall be as established by the Board of Directors of the Water 1 P:\Q0301 Carlsbad 6 FCF\000 General Finance\002 Agreements\002.9 Carlsbad MWD\Carlsbad 6 FCF Agreement-Final.docx Authority in accordance with the Water Authority's Administrative Code, on the same basis as generally applicable to the Water Authority's member agencies. 1.2 CMWD's point of delivery during construction will be through Carlsbad 1 FCF and the existing Pipeline 3 turnout only. The Pipeline 4 turnout will be isolated and terminated during the construction of Carlsbad 6 FCF. After the construction of Carlsbad 6 FCF is complete, the existing Pipelines 3 and 4 turnout piping will be modified and connected to the new Carlsbad 6 FCF piping. To make the above temporary connections and permanent tie-ins, the existing pressure control facility owned and operated by CMWD will need to be shut down coinciding with the Water Authority's aqueduct shutdowns. 1.3 Two planned 10-day shutdowns will be scheduled for Pipeline 3 and Pipeline 4. 1.3 .1 First Shutdown: The first shutdown will begin at the start of Carlsbad 6 FCF construction to isolate Carlsbad 1 FCF from Pipeline 4. During this shutdown, the following work will be performed: remove the isolation valve in the Pipeline 4 turnout structure and install a temporary blind flange on the existing outlet pipe; remove a portion of the existing 24-inch pipeline just west of the interconnection tee; and install a temporary bulkhead to allow water delivery from Pipeline 3 to CMWD during construction. 1.3.2 Second Shutdown: The second shutdown will be scheduled near the completion of construction to connect Carlsbad 6 FCF to Pipeline 3, Pipeline 4, and CMWD's pressure control facility. During this shutdown, the following work will performed: replace the turnout isolation valves and piping; remove mechanical and electrical equipment at Carlsbad 1 FCF and demolish the structure, and connect the turnout piping to Carlsbad 6 FCF and to CMWD's pressure control facility. Once the connections are complete, the point of delivery for CMWD will be via Carlsbad 6 FCF. 2. Facility Design and Construction 2.1 Carlsbad 6 FCF will be designed and constructed to Water Authority standards and to deliver up to 19.5 mgd (30 cfs) of treated water capacity to CMWD. 2.2 Water Authority will design and construct, to Water Authority standards, a replacement pipe and butt strap to the existing pipe flange inside CMWD's pressure sustaining structure, as shown in Exhibit A. 3. Facility and Access Right-of-Way 3.1 Carlsbad 6 FCF will be located on property immediately adjacent to the existing Carlsbad 1 FCF as shown in Exhibit A, attached and made a part of this Agreement. This property is currently privately owned, but will be purchased in fee by the Water Authority. Facility access will be from La Bonita Drive, a public street, via a Water Authority easement. 2 P:\Q0301 Carlsbad 6 FCF\000 General Finance\002 Agreements\002.9 Carlsbad MWD\Carlsbad 6 FCF Agreement-Final.docx 3.2 The Water Authority will acquire additional temporary construction easements and all other fee property for Carlsbad 6 FCF prior to the start of construction. 3.3 The Water Authority will grant an encroachment permit, as shown in Exhibit B, attached and made a part of this Agreement, for CMWD's pressure control facility. 4. CMWD Will Perform the Following: 4.1 Assign a project manager for the Carlsbad 6 FCF, who will be the Water Authority's single point of contact. 4.2 Review and comment on design and construction documents related to the 24-inch connection to the existing CMWD pressure control facility. During the design phase, CMWD will submit review comments and concurrence within 15 working days of receiving draft documents. During the construction phase, CMWD will submit review comments and concurrence within five calendar days of receipt of a construction submittal. If CMWD does not respond within the allotted time, it will be understood by the Parties that no CMWD comment is required. CMWD shall not unreasonably delay or withhold concurrence. 4.3 Provide assistance to the Water Authority during a public bid of the project by providing access to the pressure control facility during a site walk with the Water Authority staff and bidders. 4.4 During the first shutdown, isolate and drain-down the existing pressure control facility immediately downstream of Carlsbad 1 FCF to allow the Water Authority to isolate Pipeline 4 from Carlsbad 1 FCF. 4.5 During the second shutdown, perform the same isolation and drain-down of CMWD's facilities to allow removal of temporary upstream isolation measures and for constructing final connections to Carlsbad 6 FCF and CMWD's pressure control facility. 4.6 Coordinate and perform design and relocation of CMWD's existing utilities within Carlsbad 1 FCF, including but not limited to, electronic conduit and instrumentation controls. 4.7 All work performed and all materials used, including water drained, by CMWD will be done so at its own expense. 5. The Water Authority Will Perform the Following: 5.1 Assign a project manager for the Carlsbad 6 FCF, who will be CMWD's single point of contact. 3 P:\Q0301 Carlsbad 6 FCF\000 General Finance\002 Agreements\002.9 Carlsbad MWD\Carlsbad 6 FCF Agreement-Final.docx 5.2 Procure or provide services for preliminary design, final design, a public bid, preparation of addendum and change orders, inspection and testing services, and construct Carlsbad 6 FCF. Each contract shall require the contractors to obtain and maintain insurance policies. All such insurance policies shall name CMWD, including its directors, officers, employees and agents as additional insureds. 5.3 The Water Authority is the lead agency for environmental documents and will ensure the work performed under this Agreement complies with the requirements of the California Environmental Quality Act (CEQA) and that all necessary CEQA documentation will be filed. 5.4 The Water Authority will coordinate the two 10-day shutdown schedules with CMWD and the replacement of the pipe and butt strap to the existing pipe flange inside CMWD's pressure sustaining structure. 5.5 Upon request, the Water Authority will provide to CMWD electronic record drawings in pdf format showing the connection between Carlsbad 6 FCF and CMWD's pressure control facility. 6. Ownership and Operational Control of Facilities: 6.1 The Water Authority will own, maintain, and operate all components of Carlsbad 6 FCF, including inlet piping and outlet piping to the new cathodic protection isolation joint. On the outlet piping, a buried isolation joint, including a test station, will be installed at the north fence line just upstream of CMWD's pressure control facility. The cathodic protection isolation joint will delineate change in ownership of facilities, as shown on Exhibit A. The Water Authority will own and maintain the piping and equipment up to and including the cathodic protection isolation joint and test station. CMWD will own and maintain the piping and equipment downstream (north) of the cathodic protection isolation joint. The Water Authority will provide CMWD with an encroachment permit for accessing the south portion of its pressure control facility which currently resides within the Water Authority's fee property. 6.2 In accordance with current Water Authority Board policy, all operation and maintenance costs of the Carlsbad 6 FCF shall be borne by the Water Authority. CMWD acknowledges the right of the Water Authority's Board to revise the policy to recover future operation and maintenance costs. 7. Cost Responsibility 7.1 The Water Authority will pay all costs related to the design, construction, ownership, operation, and maintenance of Carlsbad 6 FCF, except as stated in Paragraph 4. 4 P:\Q0301 Carlsbad 6 FCF\000 General Finance\002 Agreements\002.9 Carlsbad MWD\Carlsbad 6 FCF Agreement-Final.docx 8. Indemnification. 8.1 CMWD will defend, indemnify, and hold harmless the Water Authority, its officers, agents, and employees from and against any and all claims, demands, liability for any injury, damages, costs (including reasonable attorneys' fees), and expenses arising out of CMWD's performance under this Agreement. CMWD's duty to defend, indemnify, and hold harmless shall not include any claims or liabilities arising out of the active negligence, sole negligence, or willful misconduct of the Water Authority, its officers, agents, or employees. 9. Laws and Venue. This Agreement will be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court in San Diego County. 10. Amendment. This Agreement may be modified only by a subsequent written amendment executed by both Parties. 11. Successors or Assigns. This Agreement and any portion thereof shall not be assigned or transferred, nor shall any of the duties be delegated, without the express written consent of both Parties, which shall not be unreasonably withheld or delayed. Any attempt to assign or delegate this Agreement without the express written consent of both Parties shall be void and of no force or effect. 12. Notices. Any notice or instrument required or permitted to be given hereunder will be deemed received upon personal delivery or 24 hours after deposit in any United States mail depository, first class postage prepaid, and addressed to the party for whom intended as follows: With a copy to: San Diego County Water Authority 4677 Overland A venue San Diego, CA 92123 Attention: Director of Engineering Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, Ca 92008 Attention: Executive Director City of Carlsbad Carlsbad Municipal Water District 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attention: General Counsel 13. Severability. The partial or total invalidity of one or more parts of this Agreement will not affect the intent or validity of this entire Agreement. 5 P:\Q0301 Carlsbad 6 FCF\000 General Finance\002 Agreements\002.9 Carlsbad MWD\Carlsbad 6 FCF Agreement-Final.docx 14. Dispute Resolution. The Parties agree to try to resolve any dispute arising under this Agreement amicably and by negotiation. However, if the Parties are unable to reach agreement within a reasonable time from the commencement of negotiations, either party may seek any legal remedy available to it. For purposes of this Agreement, a reasonable time consists of not less than ninety (90) days. 15. Signatures. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have executed as of the date written above. San Diego County Water Authority By: Franlr:Sebck, Jr. Deputy General Manager Approved as to form: Rosann Gallien Deputy General Counsel By: Deputy Genera· unsel 6 Carlsbad Municipal Water District By: 21ifd# President Attest: By. ~;:;S'~ Secretary Approved as to form: Celia A. Brewer General Counsel General Counsel P:\Q0301 Carlsbad 6 FCF\000 General Finance\002 Agreements\002.9 Carlsbad MWD\Carlsbad 6 FCF Agreement-Final.docx EXISTING AUTO REPAIR FACILITY PROTECT EXISTING TURNOUT PIPELINE San Diego County Wafer Authority CARLSBAD 6 FLOW CONTROL FACILITY SAN CARLSBAD 6 FLOW CONTROL FACILITY ' I \ ' ' EXHIBIT A ' ' ExhibitB ENCROACHMENT PERMIT This Encroachment Permit (Permit) is issued to Carlsbad Municipal Water District (CMWD), 5950 El Camino Real, Carlsbad, CA 92008 (Permittee) this tq-..fh day of AIDr~ , 2016, in order to operate, repair, and maintain a pressure control structure within the San Diego County Water Authority (Water Authority) fee owned right of way. WHEREAS, the Water Authority owns the Flow Control Facility (FCF) known as Carlsbad I located on Water Authority fee owned Parcel No. P03-077. The FCF is immediately adjacent to a Pressure Control Structure owned, operated, and maintained by CMWD. A portion of the Pressure Control Structure was constructed within the Water Authority's fee owned property. The area of encroachment is highlighted on the attached Exhibit A (Property); and WHEREAS, the Water Authority intends to replace the Carlsbad 1 FCF with a newly built FCF which will be known as Carlsbad 6. The new FCF will supply water directly into the Pressure Control Structure just as the existing FCF does. The Pressure Control Structure will not be rebuilt at this time; and WHEREAS, the parties wish to document the encroachment of the Pressure Control Structure on the Property with this Encroachment Permit. NOW, THEREFORE, the parties mutually hereby agree as follows: 1. Permittee shall be allowed to continue to operate, maintain or repair the Pressure Control Structure on the Property under the terms and conditions stated herein but shall not place any additional improvements, trees, shrubs, or any other vegetation in the area. 2. Permittee agrees not to interrupt the use or operation of Water Authority facilities. 3. Each party shall save, indemnify, and hold harmless the other party against any liability, loss, cost, damage, and expense caused by or arising from an act(s) or omission(s) of such party, its officers, employees, agents, contractors, successors, and assigns, including, but not limited to, any such loss, cost, damage, liability, and expense arising from damage to or destruction of real and personal property or injury to or death of any person. 4. Nothing herein contained shall constitute a grant of easement by the Water Authority to Permittee. 5. In the event either party commences legal action against the other by reason of an alleged breach of this Permit, or in connection with the use of the Property and right of way, the prevailing party shall be entitled to recover court costs and attorney's fees as set by the court. "Prevailing Party" means the party in whose favor final judgment is rendered. 7 P:\Q0301 Carlsbad 6 FCF\000 General Finance\002 Agreements\002.9 Carlsbad MWD\Carlsbad 6 FCF Agreement-Final.docx 6. Any notice required, permitted, or contemplated under this Permit shall be deemed given when actually delivered or when deposited in the mail, certified or registered, postage prepaid, addressed as follows: San Diego County Water Authority 4677 Overland A venue San Diego, CA 92123 Attention: Director of Engineering Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, Ca 92008 Attention: Executive Director With a copy to: City of Carlsbad Carlsbad Municipal Water District 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attention: General Counsel IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by a duly authorized officer on the day and year first above written. San Diego County Water Authority Fran~ JtdoG*';·:lt:··'--~· Deputy General Manager Approved as to form: Rosann Gallien Deputy General Counsel By: Deputy General Cq~l 8 The Carlsbad Municipal Water District President Attest By: Approved as to form: Celia A. Brewer General Counsel ~y: ~ t-f~ General Counsel P:\Q0301 Carlsbad 6 FCF\000 General Finance\002 Agreements\002.9 Carlsbad MWD\Carlsbad 6 FCF Agreement-FinaLdocx