2016/09/23 Eastern Municipal Water District (EMWD) Water Bottle Filling Station, Participation Agreement WATER BOTTLE FILLING STATION
PARTICIPATION AGREEMENT
This Agreement is made and entered into this day of t 2016
("Commencement Date"), by and between EASTERN MUNICIPAL WATER DISTR CT("EMWD")
and the CITY OF MENIFEE ("PARTICIPANT"). EMWD and PARTICIPANT are sometimes
collectively referred to herein as the "Parties".
RECITALS
WHEREAS, EMWD provides potable water service to wholesale and retail customers
located within its service area; and
WHEREAS, PARTICIPANT provides drinking water for its residents within its various
facilities; and
WHEREAS, EMWD and PARTICIPANT desire to promote the reuse of drinking water
containers for purposes of reducing waste and to convey the value of tap water by installing water
bottle filling station(s) in public places suitable for supporting such objectives within the
PARTICIPANT'S facilities; and
WHEREAS, PARTICIPANT agrees to allow EMWD to install one water bottle filling station,
at two PARTICIPANT facilities identified herein, and thereafter, agrees to own, operate, and
maintain such stations(s) in accordance with the terms and conditions provided, herein; and
WHEREAS,the purpose of this Agreement is to set forth the terms,conditions,and financial
arrangements whereby EMWD will install a water bottle filling station(s)at approved locations, and
whereby PARTICIPANT will own, operate, and maintain the installed station for a minimum of five
(5) years after acceptance and assumption of ownership of such station.
NOW THEREFORE, in consideration of the mutual covenants and conditions herein
contained, the Parties hereby agree as follows:
AGREEMENT
1. Incorporation of Recitals:
The Recitals set forth above are incorporated into and are a part of this Agreement.
2. Agreement:
EMWD, at its sole cost and expense, shall install one water bottle filling station, Elkay Model
Numbers VRCTLBWSK and VRCBWSK, at mutually approved location within each of
PARTICIPANT'S facilities located at 29629 La Ladera Road and 29621 Park City Avenue,
Menifee, in the County of Riverside, California, respectively. Plans and specifications for
such station(s) shall be reviewed and approved, in writing, by PARTICIPANT, prior to any
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work performed. Installed facilities shall be compliant with the Americans with Disabilities
Act, and shall be connected by EMWD, to PARTICIPANT's on-site potable water, drainage
systems, and electrical system, if necessary. Installation shall be located in public places
suitable for conveying messages supporting the reduction of waste, and the value of tap
water. PARTICIPANT shall, following installation by EMWD and acceptance by
PARTICIPANT, be responsible to own, operate, and maintain said water bottle filling
station(s)for a minimum of five(5)years following acceptance and assumption of ownership
of such facilities, including but in no way limited to responsibility for any and all costs of
water, electricity, or repairs necessary for keeping the installed facilities in good working
order.
3. EMWD's Responsibilities:
EMWD, subject to the approval of cost, shall furnish and install the water bottle filling
station(s)at mutually approved location. EMWD shall be responsible for the payment of any
and all fees and permits required for installation, and shall coordinate the scheduling and
completion of all work performed with PARTICIPANT.
EMWD may, at its discretion, elect to contract for the installation of said facilities utilizing
contractors selected through its own means in compliance with applicable state and federal
laws. EMWD shall require any such contractor to provide and maintain throughout the
course of construction, acceptable policies of insurance of a type and limit meeting
PARTICIPANT's approval. Each such policy of insurance shall name and identify
PARTICIPANT as an additional insured.
EMWD does not warrant the installation or performance of water bottle filling station(s)
installed, hereunder. However, to the extent that a station has equipment or materials that
are covered by third party warranties(e.g., manufacturer's warranties), said warranties shall
be transferred to PARTICIPANT upon dedication of the water bottle filling station(s) to
PARTICIPANT. In addition, the filling station(s) shall be validated as operational before
being turned over to PARTICIPANT.
Throughout the term of this Agreement, EMWD may provide PARTICIPANT with updated
artwork and signage conveying the messages of waste reduction and the value of tap water.
All such artwork and signage shall be provided and installed by EMWD at its sole cost and
expense, and shall be subject to PARTICIPANT review and approval, which shall not be
unreasonably withheld. Such artwork and signage shall incorporate both EMWD's and
PARTICIPANT's logo.
4. PARTICIPANT Responsibilities:
Prior to installation of the water bottle filling station(s)contemplated herein, PARTICIPANT
shall review and approve, in writing, any and all plans,specifications,and designs specific to
work performed at each location, with such approval to not unreasonably be withheld,
subject to the operational and maintenance needs of PARTICIPANT at the project site.
PARTICIPANT shall provide unrestricted access to EMWD and to its contractors throughout
the installation period, subject to the reasonable operational needs of each PARTICIPANT's
activities on the project site. PARTICIPANT shall inspect all work performed upon
completion for purposes of determining the suitability of the offered water bottle filling
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station(s)for acceptance. PARTICIPANT shall accept and take ownership of water bottle
filling station(s) in accordance with any applicable improvement or facility acceptance
procedures required by law. Acceptance shall be contingent upon passage of final
inspection and validation of proper operation and functionality.
Following installation by EMWD and acceptance by PARTICIPANT,which acceptance shall
not be unreasonably withheld, PARTICIPANT shall own, operate, and maintain the installed
facilities in good working order for a period of five(5)years following the date of completion
and acceptance. PARTICIPANT shall, thereafter, be responsible for any and all costs
associated with such ownership and operation including, but in no way limited to, costs of
water, electricity, maintenance, and repair. EMWD shall, in no way, be responsible for any
costs, whatsoever, following project acceptance.
Throughout the course of this Agreement, PARTICIPANT shall maintain EMWD provided
artwork and signage conveying the waste reduction and value of tap water messages
contemplated, herein, subject to the review and approval of such artwork and signage by
PARTICIPANT, which shall not be unreasonably withheld.
At any time after the end of the fifth year after acceptance of the water bottle filling station(s),
PARTICIPANT shall have no obligation to continue with the pilot program and may remove,
modify or relocate such water bottle filling station(s) and/or remove or relocate associated
signage and artwork at its sole discretion.
Throughout the course of this Agreement, PARTICIPANT shall have the ability to assign or
otherwise transfer all or any part of PARTICIPANT's responsibilities under this Agreement
with EMW D's prior written consent which shall not be unreasonably withheld or delayed.
5. Term and Termination:
This Agreement shall begin on the Commencement Date and remain in effect for a period of
five(5)years following completion and acceptance of the PARTICIPANT water bottle filling
station(s) installed by EMWD, unless sooner terminated in writing, by mutual agreement of
EMWD and PARTICIPANT, or for cause.
Upon expiration, or in the event of termination for any cause, EMWD shall not be
responsible for any costs, whatsoever, to remove, replace, or restore PARTICIPANT'S
facilities.
6. Insurance:
EMWD shall require any contractor performing installation services hereunderto provide and
maintain insurance coverage in an amount and type approved by PARTICIPANT, naming
PARTICIPANT as an "additionally insured".
7. Mutual Indemnification:
EMWD and PARTICIPANT each hereby agree to indemnify, defend, save and hold
harmless the other and their respective officers, agents and employees, of and from any
liabilities, claims, demands, suits, action and cause of action arising out of or in any manner
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connected with this Agreement, or any act or omission of such indemnifying Party,
performed in connection with this Agreement.
8. Amendments to This Agreement:
This Agreement may be modified only by a subsequent written Amendment executed by the
Parties.
9. Disputes:
In the event that any dispute between the Parties arises under this Agreement, the Parties
shall first attempt to resolve such dispute at the management level. If the dispute is not
resolved at this level within a mutually acceptable period of time(not to exceed 30 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 45 days
from the date of referral to upper management, then the dispute shall be referred to and
finally resolved through legal proceedings.
10. Partial Invalidity:
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions will nevertheless continue in full force and
effect without being impaired or invalidated.
11. Preparation of This Agreement:
This Agreement shall not be construed against the Party preparing it, but shall be construed
as if all Parties prepared it.
12. Entire Agreement:
This Agreement is intended by the Parties as a complete and exclusive statement of the
terms of their agreement with regard to water bottle filling station(s)and supersedes all prior
agreements, written or oral, as to this subject matter.
13. Notices:
Any notice 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:
EMWD Eastern Municipal Water District
Post Office Box 8300
Perris, Ca. 92572-8300
Attn: General Manager
PARTICIPANT City of Menifee
29714 Haun Road
Menifee, Ca. 92586
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Attn: Park/Landscape Superintendent
14. Counterparts:
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute but one instrument.
15. Authority to Enter Agreement:
Each party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective party.
IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as of the
day and year first written, above.
City of Menifee Eastern Municipal Water District
By: By:
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Joe S no, Park/Landscape Paul D. J nes II, P.E. ever I Manager
Sup intendent
Dated: Dated: J
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