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2020/01/30 Eastern Municipal Water District (EMWD) Communication Facilities Electrical Connection CITY OF MENIFEE COMMUNICATION FACILITIES ELECTRICAL CONNECTION INTERAGENCY AGREEMENT This Agreement is made and entered into this J ~' day of JQ�1(�UCI�d�� 2020, by and between EASTERN MUNICIPAL WATER DISTRICT, organized and operating pursuant to Division 20 of the California Water Code (hereinafter "District"), and the CITY OF MENIFEE, an incorporated city of Riverside County, California (hereinafter "City"). District and City may be collectively referred to herein as "the Parties". RECITALS WHEREAS, District owns, operates, and maintains water, wastewater and recycled water facilities and infrastructure within or in proximity to City's limits; and WHEREAS, City owns, operates, and maintains communication and other similar facilities within or in proximity to District's service area; and WHEREAS, District and City entered into a Communications Facilities Interagency Agreement dated September 23, 2010 and amended on December 14, 2017 (hereinafter referred to as "Communications Facilities Agreement"); and WHEREAS, The Communications Facilities Agreement allows City to locate communications equipment at District owned facilities for the purpose of enhancing city-wide communications; and WHEREAS, City installed communications equipment (hereinafter referred to as the "Subject Facilities") at District's Paradise Meadows Tank Site on May 2019 and Tally Road Tank Site on June 2019 (hereinafter referred to as "Premises") and require power for Subject Facilities; and WHEREAS, District is willing to provide an electrical connection, through its provider Southern California Edison ("SCE"), per City's requirements described in Exhibit A, attached hereto and incorporated herein; and WHEREAS, City will reimburse District for any and all costs, fees and expenses incurred by District to initiate said electrical connection as well as pay a monthly fee for ongoing electricity use at the Subject Facilities; and WHEREAS, the purpose of this Interagency Agreement is to set forth the terms, conditions, and mutual understandings whereby District agrees to provide an electrical connection to the Subject Facilities and City agrees to reimburse District for any and all costs, fees and expenses associated with the electrical connection, and to assume and continue all liability and responsibility for the ongoing ownership, maintenance and repair thereof. NOW, THEREFORE, in consideration of the premises and covenants herein contained, the Parties agree as follows: 1 AGREEMENT 1. Incorporation of Recitals. The Recitals set forth above are incorporated into and are a part of this Interagency Agreement. 2. Agreement. District hereby agrees to provide a SCE power connection (hereinafter referred to as "Electrical Connection") to City's Subject Facilities located at the Premises. City hereby agrees to reimburse District for all costs, fees and expenses incurred by District associated with the Electrical Connection described herein. Additionally, City agrees to reimburse District for electricity utilized on a semi-annual basis and continues to assume all liability and responsibility for the ongoing ownership, maintenance and repair of the Subject Facilities thereof. District costs, fees and expenses reimbursable to District by City shall include, but are in no way limited to District's actual costs for labor, materials, inspection, or contract administration associated with the provision by District on behalf of City. City shall reimburse District for all such costs as described in Section 5, below. City acknowledges and agrees that District is not a power provider and that it cannot guarantee consistent and reliable power to the Subject Facilities. Additionally, City acknowledges and agrees that District is subject to SCE's terms and conditions for provision of electrical service. 3. Plans and Specifications. City shall submit its plans to District for review and approval. District hereby acknowledges and agrees that it is responsible to review and provide written approval of all such plans and specifications prior to construction, and in doing so agrees that such plans meet District specifications. District shall also, be responsible to inspect, at City's expense, all construction activities and improvements for compliance with approved plans and specifications. It is specifically understood that District's inspection personnel shall have the authority to enforce approved plans and specifications, which authority shall include the ability to require that any and all unacceptable materials, workmanship and/or installation be repaired, replaced or corrected by City or its contractor. 4. Insurance. Throughout the period of construction, City shall remain insured and, if applicable, require its selected contractor(s)to provide policies of Workers' Compensation and General Liability Insurance in an amount and type deemed suitable by District, and holding District as an additional insured. Additionally, throughout the term of this Agreement, City shall remain insured in accordance with District insurance requirements described above. 5. Invoicing and Payment. The District will submit semi-annual invoices to City. City shall remit payment no more than 30 days of invoice date. Commencing on March 1, 2020, City shall pay to District Fifty Dollars ($50) per month per site ("Electricity Use Fee"), plus any applicable tax, and delivered to District at the address for notices set forth below, or at such other address as District may later designate in writing. 2 The Electricity Use Fee shall be increased on the first (1st) anniversary of the Commencement Date of this Interagency Agreement and on each successive year anniversary thereafter by an amount equal to three percent (3%) over the Electricity Use Fee paid in the immediately preceding twelve month period. Maintenance of Facilities. From time to time and as needed, the City shall have access to District sites to maintain and inspect its facilities. The City will provide notification to the District before entering District's property to inspect, maintain, and/or replace City's facilities. In the event that a facility needs to be replaced, upgraded, or added to, the City shall coordinate with District for inspection and re-evaluation of fees to be reimbursed to the district. 6. Termination. This Interagency Agreement may be terminated by either party by providing at least One Hundred and Eighty (180) days written notice to the other. District shall, in no way, be responsible for any costs, damages, or claims from City, or from any third party, as a result of termination, for any cause whatsoever. 7. Removal. All portions of the Electrical Connection constructed at the Premises by City shall be and remain City's property and, at City's option, may be removed by City at any time or within One Hundred and Eighty (180) days after termination of this Interagency Agreement. City shall, at City's sole cost, remove all such Electrical Connection improvements and restore the Premises to their original condition, including the removal of underground wiring, piping, cables or other utility, reasonable wear and tear, damage by the elements and casualty excepted. If City fails to remove its improvements and complete such restoration obligations as required herein District shall deem the Electrical Connection abandoned and may remove and dispose of such facilities at City's reasonable expense. City shall reimburse District for any actual and reasonable expense incurred in restoring the Premises should City fail to restore the Premises as provided herein. 8. Dispute Resolution. In the event that any dispute between the Parties arises under this Interagency Agreement the Parties shall first attempt to resolve such dispute at the management level. If the dispute is not resolved within a mutually acceptable period of time (not to exceed 60 calendar days from the date written notice of such dispute is delivered by any Party), the Parties shall attempt to resolve the dispute at the senior management level. If this process and the involvement of senior management does not result in resolution of the dispute within 60 days from the date of referral to upper management, then the dispute shall be referred to and finally resolved through legal proceedings. The use of the foregoing procedure is a condition precedent to the commencement of any legal proceedings hereunder. 11. Hold Harmless and Indemnification. District, its respective agents, officers and employees shall not be liable for any claims, liabilities, penalties, fines, theft, or any damage to property, whether real or personal, nor for any personal injuries or death caused by, or resulting from, or claimed to have been caused by or resulting from, in any way, from this Interagency Agreement. City hereby agrees to defend, indemnify and hold District harmless, including its respective agents, officers and employees against any of the foregoing liabilities, claims and/or any cost or expense that is incurred by District on account of any of the foregoing liabilities. Such obligation to defend, indemnify and hold District harmless shall survive termination of this Interagency Agreement. 12. Entire Agreement. This Interagency Agreement is intended by the Parties as a complete and exclusive statement of the terms of their agreement and supersedes all prior 3 agreements, written or oral, as to this subject matter. This Agreement may be amended only in writing signed by both parties. No waiver of any term or condition of this Agreement shall be a continuing waiver thereof. 13. Governing Law. This Interagency Agreement shall be construed and governed in accordance with the laws of the State of California. 14. Notices. Any notice required by this Interagency Agreement to be given or delivered to any Party shall be deemed to have been received when personally delivered or mailed in the United States mail addressed as follows: District Eastern Municipal Water District Post Office Box 8300 Perris, Ca. 92572-8300 Attn: General Manager Citv City of Menifee 29844 Haun Road Menifee, Ca. 92586 Attn: City Manager 15. Preparation of This Agreement. This Interagency Agreement shall not be construed against the party preparing it, but shall be construed as if both parties prepared it. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last executed. CITY OF MENIFEE EASTERN MUNICIPAL WATER DISTRICT By: ��JBy: Armando G. Villa, City Manager Paul D. Jones II, P.E., General Manager Dated: 1 l 3 o ro Dated: Attest: A r e t For re . Melchi 0ty Attorney 4 EXHIBIT A Below is the power requirement for the radio at each tower location below: Radio Description Power per unit Radio Total Power Water Tower 1 —TallyRoad Proxim MP-10250-BSX-US 40 Watts (max) 1 40 Watts Proxim GX-824 27 Watts (max) 1 27 Watts IT Radio— Siklu EH-1200 40 Watts (max) 1 40 Watts Switch 30 Watts (max) 1 30 Watts Total 137 Watts Water Tower 2 -AMR Proxim MP-10250-BSX-US 40 Watts (max) 1 40 Watts Proxim MP-10150-BS9 17. Watts 1 17.5 Watts Proxim GX-824 27 Watts (max) 1 27 Watts IT Radio— Siklu EH-1200 40 Watts (max) 1 40 Watts Switch 30 Watts (max) 1 30 Watts Total 154.5