Memorandum of Understanding - Midway City Sanitary District - 2025-11-18 Memorandum of Understanding
Between the Costa Mesa Sanitary District and the Midway City Sanitary District
For Sharing Costs to Develop Agency Standard Specifications and Drawings
This Memorandum of Understanding (MOU) is entered into by and between:
The Costa Mesa Sanitary District, a public agency formed in 1944 under the State of
California Sanitary District Act of 1923 (hereinafter "CMSD"); and
The Midway City Sanitary District, a public agency formed in 1939 under the State of
California Sanitary District Act of 1923 (hereinafter "MCSD").
The parties are collectively referred to herein as the "Agencies" and individually as an
"Agency" or"District."
WITNESSETH
WHEREAS the Agencies are responsible for providing a wastewater collection
system to residents and businesses throughout their respective service areas;
WHEREAS each Agency desires to share costs for developing updated Sewer
Standard Plans and Specifications and to take advantage of cost savings associated with
developing work common to each Agency;
WHEREAS the purpose of this MOU is to establish a framework for cooperation
and cost-sharing between the Agencies for the planning, development, and/or
implementation of the Standard Plans and Specification Update Project, hereafter
referred to as "the Project." This Project is intended to develop updated Standard Plans
and Specifications for each Agency; and
WHEREAS, the Agencies have determined that it is desirable to share the costs
of common work and pay for work items specific to each District.
NOW, THEREFORE, the Agencies agree as follows:
1. Term
This AGREEMENT shall commence when this MOU is fully executed and
shall remain and continue in effect until tasks described herein are completed,
unless sooner terminated pursuant to the provisions of this MOU.
2. Services, Management, and Lead Agency
a. Each Agency shall perform work, services, and spend resources
required to develop, complete, and pay for its portion of the Project. It
is intended that the costs will be divided equally, except for individually
required project tasks. Said individual project tasks will be identified
within the Professional Service Provider Agreement, as agreed to
between the Agencies and as generally identified, within Section 4,
Project.
b. Each Agency shall perform the work in a reasonable workmanlike and
professional manner, typical within the sewer industry within the
southern California area.
c. The CMSD is the designated lead Agency.
d. The CMSD Engineer will represent the CMSD in all matters pertaining
to the day-to-day administration of this MOU, including review and
approval of all products submitted by the professional services
provider. The CMSD will consult with the MCSD at appropriate times
for input on the Project tasks.
a. The MCSD Engineer will represent the MCSD in all matters pertaining
to the day-to-day administration of this MOU, including review and
approval of all products submitted by the CMSD and/or professional
services provider. The MCSD will provide the CMSD with input on the
project.
3. Roles and Responsibilities
a. The CMSD is the lead agency for procurement, contractual, project
management, and/or administrative purposes. The professional
consultant agreement will be in the CMSD format as approved to form
by CMSD legal counsel. The CMSD will seek input from the MCSD
before soliciting or awarding the contract. Each agency shall review
and approve the final products, although only the CMSD will have
acceptance authority. It is anticipated that only the CMSD will be a
party to the contract with the professional service consultant; however,
the CMSD shall require the consultant to provide the same
indemnification and insurance to the MCSD as it does to the CMSD,
and the MCSD shall be named as an express third party beneficiary in
the contract.
b. The CMSD shall provide contract and project management, including
but not limited to, managing the professional services agreement,
Scope of Work (SOW), and project activities.
The CMSD shall also provide funding, District labor and resources
required to complete the required services or Project activities in a
timely manner and/or in accordance with the forthcoming associated
professional services agreement. The CMSD shall pay the professional
services invoices on a monthly basis. The CMSD usually pays within a
30-day period.
The CMSD will invoice the MCSD on a monthly basis for actual
consulting services completed. A copy of the professional services
consultant invoice will be included with the monthly invoice.
The MCSD shall provide reimbursement to the CMSD for its
professional service paid invoices, and labor and resources required to
complete the MCSD required services or project activities in a timely
manner and/or in accordance with the associated consultant services
agreement. The MCSD shall reimburse the CMSD for the professional
services invoices on a monthly basis; payment is generally expected
within a 30-day period.
4. Project
The Project generally consists of developing updated Standard Plans and
Specifications for each Agency and involves the following components for the
SOW:
a. SOW Item #1: Reviewing Agency standard drawings, specifications,
and related documents, and/or information; and
b. SOW Item #2: Review sewer industry standards and best practices for
use in developing common and District specific work items; and
c. SOW Item #3: Develop common Agency standard drawing and
specifications; and
d. SOW Item #4: Develop Midway City Sanitary District specific standard
drawings and specifications; and
e. SOW Item #5: Develop Costa Mesa Sanitary District specific standard
drawings and specifications, and
f. SOW Item #6: Conducting various Project meetings,
g. SOW Item #7: Develop and maintain a Project schedule, and
h. SOW Item #8: Develop, prepare, and submit Project work products as
outlined in a detailed SOW to be jointly developed between the
Agencies; and
i. SOW Item #9: Professional Services project management required for
a professional service provider to deliver specific work products; and
j. SOW Item #10: Other work Items that may be required to deliver
Agency work products.
The work product will belong to both Agencies.
5. Schedule
It is estimated that professional services related to the Project will be
procured such that Project work will start within the first quarter of the 2026
calendar year and be completed prior to June 30, 2026.
6. Payment/Cost Sharing
a. The Agencies estimated that the professional services provider work
will cost between $60,000 and $80,000. The CMSD has budgeted
$50,000 and the MCSD has budgeted $50,000 for this Project.
b. The Parties agree to share costs associated with the Project as
follows:
i. Fifty percent (50%) for SOW Item Numbers (SOW Item #s) 1, 2, 3,
6, 7, 8, 9, and 10 will be paid by each Agency.
ii. The MCSD shall pay for SOW Item Number 4, and the CMSD shall
pay for SOW Item Number 5.
c. Each District will pay only actual Project costs and expenses
associated with the professional services required to complete the
Project. In addition, each District shall cover its own labor, costs, and
resources required to participate in this Project, including but not
limited to, review of Project deliverables, staff time and resources to
attend Project meetings, and other direct and indirect costs incurred by
the District associated with Project-related assignments.
7. Payment Terms
Each Agency shall remit its share of costs according to Cost Sharing, Section
6, above. The MCSD agrees to reimburse the CMSD for its share of costs,
including professional services agreement costs, promptly.
8. Suspension or Termination of MOU Without Cause
a. Either Agency may, at any time, for any reason, with or without cause,
suspend or terminate this MOU, or any portion hereof, by serving upon
the other Agency a written. 30-day notice. Upon receipt of said notice,
each Agency shall immediately cease all work under this MOU, unless
the notice provides otherwise. If either Agency suspends or terminates
a portion of this MOU, such suspension or termination shall not make
void or invalidate the remainder of this MOU.
b. In the event this MOU is terminated pursuant to this Section, each
Agency shall coordinate and wind down Project activities and reconcile
financial obligations proportionately. Each Agency shall pay for the
actual value of the work performed up to the time of termination. The
CMSD shall immediately turn over all work products or copies of the
work products to the MCSD in a readily usable form. Within a 30-day
period after written notice, the CMSD will submit an invoice to the
MCSD pursuant to Section 3 and Section 7.
9. INDEMNIFICATION/LIABILITY
The Agencies generally agree that each District shall accept any liability or
claim(s) that comes from using the final Standard Plans and Specifications
that are produced. Each District shall hold the other District harmless from
claims and/or liability resulting from using work product from this Project. The
Agencies will employ a professional standard of care for Project activities,
work products, and/or services provided to the other District. Each Agency
shall defend its own, and hold the other District and any and all of its officials,
employees, and agents harmless from and against any and all losses,
liabilities, damages, costs, and expenses, including attorney's fees and costs
to the extent the same arise out of, pertain to, or relate to the fraudulent or
gross negligence, recklessness, or willful misconduct of the Agency, its
officers, agents, or employees under this MOU.
10. In-Kind Contributions
If any Agency is providing in-kind contributions (such as labor, equipment.,
office space), these shall be valued and documented as part of the cost-
sharing arrangement. However, it is not envisioned that in-kind contributions
will be used for this Project.
11. Dispute Resolution
Any disputes arising under this MOU shall be attempted to be resolved
through informal discussions between the Agency District Engineers. If
unresolved, the Agency General Managers will attempt to resolve any
disputes. If an issue remains unresolved between General Managers, the
Agencies must seek mediation before pursuing legal remedies.
12. NOTICES
Any notices which either party may desire to give to the other party under this
MOU must be in writing and may be given by: (i) personal service, (ii) delivery
by a reputable document delivery service, such as, but not limited to, Federal
Express, which provides a receipt showing date and time of delivery, or (iii)
mailing in the United States Mail, certified mail, postage prepaid, return
receipt requested, addressed to the address of the party as set forth below or
at any other address as that party may later designate by notice:
To Costa Mesa Sanitary District:
Costa Mesa Sanitary District
290 Paularino Avenue
Costa Mesa, California 92626
Attn: Noelani Middenway, District Clerk
To Midway City Sanitary District:
Midway City Sanitary District
14451 Cedarwood Street
Westminster, California 92683
Attn: Cynthia Olsder, Executive/Board Secretary
13. Amendments
This MOU may only be amended or modified in writing, signed by authorized
representatives of both Parties. For the sake of this MOU, the authorized
representative shall be the General Manager of each Agency as allowed by
the respective Agency ordinance(s) or resolutions(s). If required, the
respective Agency Board of Directors shall approve.
14. GOVERNING LAW
The Agencies understand and agree that the laws of the State of California
shall govern the rights, obligations, duties, and liabilities of the parties to this
MOU and also govern the interpretation of this MOU. Any litigation concerning
this MOU shall take place in the superior or federal district court with
jurisdiction over the Agencies.
In Witness WHEREOF, this MOU has been duly executed by the President and
Secretary of each Agency Board, each having been heretofore duly authorized to
execute this MOU on behalf of the respective Agency.
Executed on November 18th, 2025, by the Midway City Sanitary District:
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B r P sid t Board Se et.
Attest: Approved to Form:
Executive/Board Secretary Le I Counsel
Executed on November 24th, 2025, by the Costa Mesa Sanitary District:
Rscy
Board President Board Secretary
Attest Approved Form:
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lerk • thriV Legal Counsel