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16-0104_MUNICIPAL WATER DISTRICT OF ORANGE COUNTY_Cost Sharing AgreementAGREEMENT FOR SHARING CONSULTANT COSTS THIS AGREEMENT is made and entered into as of January 4, 2016, by and between the Municipal Water District cf Orange County ("MWDOC") and 1. City of Anaheim 2. City of Brea 3. Buena Park 4. East Orange County Water District 5. El Toro Water District 6. Emerald Bay Services District 7. City of Fountain Valley 8. City of Fuilerton 9. City of Garden Grove 10. Golden State Water Company 11. City of Huntington Beach 12. Irvine Ranch Water District 13. City of La Habra 14. City of La Raima 15. Laguna Beach County Water District 16. Mesa Water District 17. Mouiton Niguel Water District 18. City of Newport Beach 19. City of Orange 20. City of San Clemente 21. City of San Juan Capistrano 22. City of Santa Ana 23. Santa Margarita Water District 24. City of Seal Beach 25. Serrano Water District 26. South Coast Water District 27. City of Tustin 28. Trabuco Canyon Water District 29. City of Westminster 30. Yorba Linda Water District (collectively "Participating Agencies" and Individually "Participating Agency"). MWDOC and Participating Agency may be collectively referred to as "Parties" and individually as a "Party." RECITALS A. MWDOC offers its member agencies ("Member Agencies") the benefits of certain programs called choice services, which are services that MWDOC makes available to Member Agencies that they may elect to participate in or not ("Choice Services"). 28057,00001\21505g95,1 1 Cost Sharing Agreement B, If Member Agencies elect to receive Choice Services, they execute a cost sharing agreement with MWDOC that sets forth the terms and conditions for such Choice Services. C, The cost sharing component that MWDOC offers allows Member Agencies to obtain economies of scale and save money on such Choice Services. D, MWDOC has entered Into a professional services agreement with Water Systems Optimization, Inc. ("WSO") for WSO to provide water loss control technical assistance to Member Agencies ("Consultant Agreement"). E, The water loss control technical assistance involves five tasks, which include project administration and progress reporting, technioai assistance for the preparation of distribution system water audits, component analysis - volume and value of real and apparent losses, location and quantification of leaks, and final report preparation ("WSO Services"). F, Participating Agencies may select tasks from the WSO Services that they want to receive and the selected tasks will be described for each Participating Agency in In Exhibit A to this Agreement. For clarity, Exhibit A includes a separate attachment for each Participating Agency that includes the selected tasks, total required payments and costs, and any additional information and requirements that are specific to each Participating Agency. G, in addition to the WSO Services as part of the Choice Services, WSO will also assist MWDOC with establishing an Orange County Water Loss Control Committee for the benefit of the Member Agencies. This service is part of MWDOC's Gore Services and is not included in this Agreement. H, The Parties desire to enter into this Agreement whereby MWDOC will provide project management and coordination assistance and the Participating Agencies will pay MWDOC the cost to receive the WSO Services that each Participating Agency elects to receive. TERMS I, Administration of Consultaht Agreement 1.1 MWDOC will provide project management assistance in regards to the WSO Services, which includes working closely with and managing WSO to ensure compilanoe with the WSO Agreement, facilitating interactions between the Participating Agencies and WSO, and communicating regularly with the Participating Agencies regarding the WSO Services as needed. 1.2 MWDOC shali make payments to the Consultant on a time and materials basis per the terms of the Consultant Agreement. A copy of the Consultant Agreement is attached as Exhibit B. 28Q57.00001\21505995.1 2 Cost Sharing Agreement 1.3 Each Participating Agency shaii provide ali documents, information and assistance requested by the Consultant during the performance of the Consultant Agreement. 1.4 Exhibit A Is incorporated into this Agreement by reference and includes a separate attachment for each Participating Agency that includes the selected tasks, total required payments and costs, and any additional information and requirements that are specific to each Participating Agency, 1.5 Exhibit A may be updated as Member Agencies execute this Agreement and become Participating Agencies or pursuant to mutual agreement between a respective Participating Agency and MWODC, 2, Cost Sharing by Participatlna Agencies, 2.1 MWDOC shall; 2.1.1 Collect from each Participating Agency upon execution of this Agreement the amount indicated in Exhibit A that is specific to each Participating Agency, which is the total cost of the selected WSO Services for each Participating Agency. 2.1.2 Inform the Participating Agency or Agencies of any proposed extra work under the Consultant Agreement that would result in an increase in the payments under this Agreement. MWDOC and the Participating Agency or Agencies must both approve such extra work before MWDOC will notify Consultant to proceed with the work, 2.1.3 Prepare a final accounting and either distribute any remaining funds collected from Participating Agencies back to the Participating Agencies consistent with the amounts in Exhibit A or issue a final bill to the Participating Agencies where there are funds due. 2.2 Participating Agencies shall: 2.2.1 Pay to MWDOC upon execution of this Agreement the full amount indicated In Exhibit A that is specific to each respective Participating Agency, 2.2.2 Pay to MWDOC, upon approval of any extra work under the Consultant Agreement, the full amount owed for any extra approved work. Participating Agencies shall bear all costs associated with extra work they approves. 3:. Accounting 28057.00001\21505995.-1 3 Cost Sharing Agreement Upon request of Participating Agencies, MWDOC will provide copies of the Consultant's invoices and MWDOC's payment records. 4. independent Contractor The Consultant is not a party to this Agreement and Is not an employee or agent of MWDOC or any of the Participating Agencies, either as a result of this Agreement or as a result of the Consultant Agreement between MWDOC and the Consultant. The Consultant Is an Independent contractor to MWDOC. 5. iWarrantv and ihddffihificatloh MWDOC shall use its best efforts In administering the Consultant Agreement, but makes no representations, guarantees or warranties to the Partioipating Agencies as to the quality or timeliness of work product provided by the Consultant pursuant to the Consultant Agreement. The Participating Agencies agree to indemnify MWDOC, its directors, officers, employees and agents against, and will hold and save them harmless from, any and ail actions, claims, penalties, obligations or liabilities, in law or In equity, of every kind or nature whatsoever, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or In any manner directly or indirectly connected with the Consultant Agreement or WSO Services provided for the benefit of the Participating Agencies, Section VII of the Consultant Agreement requires WSO to indemnify and defend MWDOC and its Member Agencies in accordance with the terms set forth therein. The Participating Agencies, as Member Agencies of MWDOC, are third party beneficiaries of such indemnity obligations and MWDOC will cooperate with the Partioipating Agencies to enforce such indemnity obligations of WSO. 6. Notice Any notice or communication required to be given under this Agreement shali be in writing and effective when deposited, first class postage prepaid, with the United States Postal Service addressed to the contracting Parties as follows: Notices to Parties Ifto: 1. MWDOC Robert J. Hunter, General Manager Municipal Water District of Orange County 18700 Ward St P.O. Box 20895 Z8057,00001\21505995.1 4 Cost Sharing Agreement Fountain Valley, CA 92728 2, City of Anaheim Paul Emery, City Manager City of Anaheim City Hall East, 200 S, Anaheim Blvd. Anaheim, CA 92805 3. City of Brea Tom C'Donnell, City Manager City of Brea 1 Civic Center Circle Brea, CA 92821 4. City of Buena Park Rick Warsiriski, City Manager City of Buena Park 6650 Beach Blvd. Buena Park, CA 90622 5. East Crange County Water District Lisa Ohiund, General Manager East Orange County Water District 185 N. McPherson Rd. Orange, CA 92869 6. El Toro Water District Robert Hill, General Manager El Toro Water District P.O. Box 4000 Laguna Hills, CA 92654 7. Emerald Bay Services District Mike Dunbar, General Manager Emerald Bay Services District 600 Emerald Bay Laguna Beach, CA 92651 8, City of Fountain Valley Bob Hall, City Manager City of Fountain Valley 10200 Slater Avenue Fountain,Valley, CA 92708 9, City of Fuilerton Donald Hoppe, Director of Engineering City of Fuilerton 303 W. Commonv/ealth Avenue Fuilerton, CA 92832-1775 10, City of Garden Grove Matthev^/ Fertal, City Manager City of Garden Grove P.O. Box 3070 Garden Grove, CA 92842 11, Golden State Water Company Ken Vecchiarelli, P.E. Orange County District Manager Golden State Water Company 1920 W. Corporate Way Anaheim, CA 92801 12, City of Huntington Beach Fred Wilson, City Manager City of Huntington Beach 2000 Main Street Huntington Beach, OA 92648 13, Irvine Ranch Water District Paul Cook, General Manager Irvine Ranch Water District P.O. Box 57000 Irvine, CA 92619-7000 14, City of La Habra Don Hannah, City Manager 28057.00001\21505995.1 5 Cost Sharing Agreement City of La Habra P.O. Box 337 La Habra, CA 90633-0337 15, City of La Palma Dominic Lazzaretto, City Manager City of La Palma 7822 Walker Street La Palma, CA 90623 16. Laguna Beach County Water District Renae Hinchey, General Manager Laguna Beach County Water District P,0, Box 987 Laguna Beach, CA 92652 17, Mesa Water District ' Paul Shoenberger, General Manager Mesa Water District 1965 Placentia Avenue Costa Mesa, CA 92627-3420 18, Mouiton Niguel Water District Joone Lopez, General Manager Mouiton Niguel Water District 27500 La Paz Road P.O. Box 30203 Laguna Niguel, CA 92607-0203 19, City of Newport Beach Dave Kiff, City Manager City of Newport Beach P.O. Box 1768 Newport Beach, CA 92663 20, City of Orange John Sibley, City Manager City of Orange P.O. Box 449 Orange,,, CA 92866 21, City of San Clemente James Makshanoff, City Manager City of San Clemente 100 Avenlda Presidio San Clemente, CA 92672 22, City of San Juan Capistrano Keith Till, Interim City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 23, City of Santa Ana David Ream, City Manager City of Santa Ana P.O. Box 1988, M-24 Santa Ana, CA 92702 24. Santa Margarita Water District Dan Ferons, General Manager Santa Margarita Water District P.O. Box 7005 Mission VIejo, CA 92690 25, City of Seal Beach Jill R. Ingram, City Manager City of Sea! Beach 211 8'" Street Seal Beach, OA 90740 26, Serrano Water Distriot Jerry Vilander, General Manager Serrano Water District 18021 Lincoln Street Villa Park, CA 92861-6446 28057.00001\21505995,1 6 Cost Sharing Agreement 27. South Coast Water Distriot Andrew Brunhart, General Manager South Coast Water District 31592 West Street Laguna Beach, CA 92651 28, City of Tustin Jeffrey Parker, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 29, Trabuco Canyon Water ' District Hector Ruiz, General Manager Trabuco Canyon Water District 32003 Dove Canyon Drive Trabuco Canyon, CA 92679 30, City of Westminster Eddie Manfro, City Manager City of Westminster 6200 Westminster Blvd. Westminster, CA 92683 31, Yorba Linda Water District Marc Marcantonio, General Manager Yorba Linda Water District 1717 E. Miraloma Placentia, CA 92870 7. Jurisdiction and Venue In all matters concerning the validity, interpretation, performance, or effect of this Agreement, the laws of the State of California shall govern and be applicable. The Parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that venue of any action brought hereunder shall be In Orange County, California. 8. .Gounterparts and Facsimile This Agreement may be executed by the Parties In counterparts, which counterparts shall be construed together and have the same effect as If all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures, Ail parties have participated in the drafting of this Agreement. 9. Joint Drafting All parties have participated in the drafting of this Agreement. The Agreement may be signed in counterpart to facilitate processing. 10. Severability if any provision of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, the legality, validity, and enforceability of the remaining provisions shall not be affected thereby. 28057,00001\21505995.1 7 Cost Sharing Agreement 11 ..Entire Agreement This Agreement contains the entire agreement of the Parties relating to the subject matter hereof; and the Parties have made no agreements, representations, or \A/arranties, either written or oral, relating to the subject matter hereof that are not set forth herein. Except as provided herein, this Agreement may not be modified or altered without prior written approval from both parties. IN WITNESS WHEREOF, the Parties have hereunto affixed their names as of the day and year thereinafter written, which shall be and is the effective date of This Agreement. 28057.00001\21505995,1 8 Choice Program Water Loss Control Agreement - DRAFT 10-27-15 Execution of Agreement by Parties 1. MWDOC Date {"Ir^lh By; V^Mti,,,,^^ Robert J. Hunter,X^Vierai Manager Municipal Water District of Orange County Approved as to Form;- Date By; Joseph Byrne General Counsel 2. City of Anaheim Date By:, Paul Emery, City Manager City of Anaheim Approved as to Form- Date By: City Attorney 3. City of Brea Date By: Bill Gallardo, City Manager City of Brea Approved as to Form; Date 28057.0000-1 \21506995.1 9 Cost Sharing Agreement Bv: City Attorney 4. City of Buena Park Date. Bv: James Vanderpooi, City Manager City of Buena Park Approved as to Form: Date By: City Attorney 5. East Crange County Water District Date Bv: Lisa Ohlurid, General Manager East Orange County Water District Approved as to Form; Date Bv: „. , , General Counsel 6. El Toro Water District Date By: Robert Hill, General Manager El Toro Water District Approved as to Form: Date By; , 28057.00001\21505995.1 10 Cost Sharing Agreement General Counsel 7. Emerald Bay Date Services Distriot By; Mike Dunbar, General Manager Approved as to Form; Date Bv: General Counsel 8. City of Fountain Valley Date Bv: Bob Hall, City Manager City of Fountain Valley Approved as to Form; Harper & Burns LLP Date By: Collin Burns Arrorneys for the City 9. City of Fuilerton Date By; Donald Hoppe, Director of Engineering City of Fuilerton Approved as to Form: Date By; City Attorney 10. City of Garden Grove Date Bv; 28057.00001\21505995.1 -j -| Cost Sharing Agreement Scott 0 Stiles, City Manager City of Garden Grove Approved as to Form: Date By: City Attorney 11, Golden State Water ' Date Company By: 12. City of Huntington Beach Date Bv: Fred Wilson, City Manager City of Huntington Beach Approved as to Form: Date Bv: City Attorney 13, Irvine Ranch Water Date District By: Paul Cook, General Manager Irvine Ranch Water District Approved as to Form': Date Bv: General Counsel 14. City of La Habra Date Bv: 28057.00001\21505995.1 12 Cost Sharing Agreement Jim Sadro, City Manager City of La Habra Approved as to Form; Date By; City Attorney 15, City of La Palma Date Bv: Ellen Voimert, City Manager City of La Palma Approved as to Form: Date Bv: City Attorney 16, Laguna Beach County Water District Date By: Renae Hinchey, General Manager Laguna Beach County Water District Approved as to Form; Date Bv: General Counsel 17. Mesa Water District Date By: Paul Shoenberger, General Manager Mesa Water District Approved as to Form: 28057,00001\21505996.1 13 Cost Sharing Agreement Date Bv; General Counsel 18, Mouiton Niguel Water District Date By: Joone Lopez, General Manager Mouiton Niguel Water Distriot Approved as to Form: Date Bv: General Counsel 19. City of Newport Beach Date By: Dave Kiff, City Manager City of Newport Beach Approved as to Formf Date By: City Attorney 20. City of Crange Date By: Rick Ctto, City Manager City of Crange Approved as to Form: Date Bv: 28057.00001\21505995.1 14 Cost Sharing Agreement City Attorney 21. City of San Clemente Date By; James Makshanoff, City Manager City of San Clemente Approved as to Form: Date By: City Attorney 22. City of San Juan Capistrano Date \)ecejO(\\^ Pn^ 3bfD\'fS By: Ki.orI.\/.AP Keith Tllf, Iriterim City Manager ^ City of San Juan Capistrano Approved as to Form; Date 'V>i?OjPm\Pr SCX^ B^p^/ 3^ P~^ City Attorney 23. City of Santa Ana Date Bv: David Cavazos, City Manager City of Santa Ana Approved as to Form: Date By: City Attorney 28057.00001\21505995.1 15 Cost Sharing Agreement 24. Santa Margarita Water District Date Bv; Dan Ferons, General Manager Santa Margarita Water District Approved as to Form-: Date. By:, General Counsel 25. City of Seal Beach Date By:., Jill R. Ingram, City Manager City of Seal Beach Approved as to Form: Date By: City Attorney 26. Serrano Water District Date Bv: Jerry Vilander, General Manager Serrano Water District Approved as to Form; Date Bv: General Counsel 27. South Coast Water 28057.00001\21505995.1 16 Cost Sharing Agreement District Date By: Andrew Brunhart, General Manager South Coast Water District Approved as to Form; Date By:., Art Kidman 28. City of Tustin Date By: Jeffrey Parker, City Manager City of Tustin Approved as to Form; Date. By;., City Attorney 29. Trabuco Canyon Water District Date By; Hector Ruiz, General Manager Trabuco Canyon Water District Approved as to Form; Date By; City Attorney 28057.00001\21505995.1 17 Cost Sharing Agreement 30. City of Westminster Date By: Eddie Manfro, City Manager City of Westminster Approved as to Form: Date By: City Attorney 31. Yorba Linda Water District Date . . Bv: Marc Marcantonio, General Manager Yorba Linda Water District Approved as to Form: Date Bv;- General Counsel 28057.00001\21505995.'l 18 Estimated Cost Ranges for Water Loss Control Task Tasks: WSC Estimated Cost Range Tasks: Low High City Needs Task 1 - Project Administration, Reporting, and Water Loss Control Committee Coordination $1,672 $1,672 $1,672 Task 2 - Technical Assistance for Preparation of "Top-Down" Distribution System Water Audits $3,560 $6,620 $6,620 Task 3 - Component Analysis: Volume and Value of Real and Apparent Losses $17,600 $29,700 $17,600 Task 4 - Locate and Quantify Leaks 25- 50 miles = $400/mile na Task 4 - Locate and Quantify Leaks 50-100 miles = .$.350/mile .. Task 4 - Locate and Quantify Leaks 101+ miles =^300/miie Task 5 - Report Preparation $4,200' $8,400 $8,400 Total $27,032 $46,392 $34,292 Exhibit A STANDARD AGREEMENT FOR CONSULTANT SERVICES This AGREEMENT for consulting services dated December 3, 2015, which includes all exhibits and attachments hereto, "AGREEMENT" is made on the last day executed below by and between MUNICIPAL WATER DISTRICT OF ORANGE COUNTY, hereinafter referred to as "DISTRICT," and, WATER SYSTEM OPTIMIZATION, INC. hereinafter referred to as "CONSULTANT" for water loss control system technical services, including retail water agency distribution system audits, component analysis, and leak detection, hereinafter referred to as "SERVICES,"1 DISTRICT and CONSULTANT are also referred to colleotively herein as the "PARTIES" and individually as "PARTY", The PARTIES agree as follows; I PURPOSE AND SCOPE OF WORK A, Consulting Work DISTRICT hereby contracts with CONSULTANT to provide general or special SERVICES as more specifically set forth in Exhibit "B" attached hereto and incorporated herein, Tasks other than those specifically described therein shall not be performed without prior written approval of DISTRICT'S General Manager. B, Independent Contractor CONSULTANT is retained as an independent contractor for the sole purpose of rendering professional and/or special SERVICES described herein and is not an agent or employee of DISTRICT. CONSULTANT shall be solely responsible for the payment of all federal, state and local income tax, social security tax, Workers' Compensation insurance, state disability insurance, and any other taxes or Insurance CONSULTANT, as an independent contractor. Is responsible for paying under federal, state or local law. CONSULTANT is thus not etiglble to receive workers' compensation, medical, indemnity or retirement benefits, including but not limited to enrollment in CalPERS. Unless, expressly provided herein, CONSULTANT is not eligible to receive overtime, vacation or sick pay CONSULTANT shall not represent or otherwise hold out Itself or any of Its directors, officers, partners, employees, or agents to be an agent or employee of DISTRICT. CONSULTANT shall have the sole and absolute discretion in determining the methods, details and means of performing the SERVICES required by DISTRICT, CONSULTANT shail furnish, at his/her own expense, all labor, materials, equipment and transportation necessary for the successful completion of the SERVICES to be performed under this AGREEMENT, DISTRICT shall not have any right to direct the methods, details and means of the SERVICES; however, CONSULTANT must receive prior written approval from DISTRICT before using any sub-consultants for SERVICES under this AGREEMENT. CONSULTANT represents and warrants that In the process of hiring CONSULTANT'S employees who participate in the performance of SERVICES, CONSULTANT conducts such lawful screening of those employees (including, but not limited to, background checks and Megan's Law reviews) as are appropriate and standard for employees who provide SERVICES of the type contemplated by this Agreement, C. Changes in Scope of Work Pursuant to Section 8002 of the District's Administrative Code, the District's "Ethios Policy" set forth at sections 7100-7111 of the Administrative Code is attached hereto as Exhlbif'A" and incorporated herein by this reference. Exhibit B 28057.00001121505831,1 If DISTRICT requires changes in the tasks or scope of work shown in Exhibit "B" or additional work not specified therein, DISTRICT shall prepare a written change order. If CONSULTANT believes work or materials are required outside the tasks or scope of work described in Exhibit "B," it shall submit a written request for a change order to the DISTRICT. A change order must be approved and signed by the PARTIES before CONSULTANT performs any work outside the scope of work shown In Exhibit "B." DISTRICT shall have no responsibility to compensate CONSULTANT for such work without an approved and signed change order. Change orders shall specify the change In the budgeted amount for SERVICES. II TERM This AGREEMENT shall commence upon the date of Its execution and shall extend thereafter for the period specified in Exhibit "B" or until terminated on thirty (30) days notice as provided herein. III BUDGET. FEES. COSTS, BILLING. PAVMENT AND RECORDS A. Budgeted Amount for SERVICES CONSULTANT is expected to cbmplete all SERVICES' wlfh'ih'tHe Budgefed Amount set forth on Exhibit "B." The total compensation for the SERVICES to be performed under this AGREEMENT shall not exceed the Budgeted Amount unless modified as provided herein, Upon invoicing the DISTRICT 80% of the Budgeted Amount, CONSULTANT shall prepare and provide to DISTRICT a "cost to complete" estimate for the remaining SERVICES. The PARTIES shall work together to complete the project within the agreed-upon Budgeted Amount, but the obligation to complete the SERVICES within the Budgeted Amount lies with the CONSULTANT. B. Fees Pees shail be billed per the terms and conditions and at the rates set forth on Exhibit "B" for the term of the AGREEMENT. Should the term of the AGREEMENT extend beyond the period for which the rates are effective, the rates specified in Exhibit "B" shall continue to apply unless and until modified by consent of the PARTIES, C. Work and Payment Restriction - -CONSULTANT- shall-not perform- any-work-pursuant-to-thls AGREEIVIENT on-behalf-of or for the benefit of a member agency of the DISTRICT unless an executed agreement exists between the DISTRICT and the member agency of the DISTRICT for the provision of such SERVICES. CONSULTANT will not be paid pursuant to this Agreement for any work performed on behalf of or for the benefit of a member agency of the DISTRICT unless an executed agreement exists between the DISTRICT and the member agency of the DISTRICT for the provision of such SERVICES, and CONSULTANT will only be paid consistent with the amount in such agreement. D. Notification Clause Formal notices, demands and communications to be given hereunder by either PARTY shali be made in writing and may be effected by personal .delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the date of mailing. If the name or address of the person to whom notices, demands or 28057.00001121606831.1 2 • .1. communication shall be given changes, written notice of such change shall be given, in accordance with this section, within five(5) working days, Notices shall be made as follows; E, Billing and Payment CONSULTANT'S fees shall be billed by the 25"' day of the month and paid by DISTRICT on or before the 15th of the following month. Invoices shall reference the Purchase Order number from the DISTRICT. All invoices In connection with the Water Loss Control Program, as set forth in Exhibit "B", must be specific to an individual DISTRICT member agency and must include a breakdown of services by task. DISTRICT shall review and approve all invoices prior to payment. CONSULTANT agrees to submit additional supporting documentation to support the invoice if requested by DISTRICT. If DISTRICT does not approve an invoice, DISTRICT shall send a notice to CONSULTANT setting forth the reason(s) the invoice was not approved. CONSULTANT may re-invoice DISTRICT to cure the defects identified in the DISTRICT notice. The revised invoice will be treated as a new submittal. If DISTRICT contests ail or any portion of an invoice, DISTRICT and CONSULTANT shall use their best efforts to resolve the contested portion of the invoice. F. Billing Records CONSULTANT shali keep records of all SERVICES and costs billed pursuant to this AGREEMENT for at least a period of seven (7) years and shall make them available for review and audit If requested by DISTRICT. IV DOCUMENTS All MATERIALS as defined in Paragraph XI below, related to SERVICES performed under this AGREEMENT shaii be furnished to DISTRICT upon completion or termination of this AGREEMENT, or upon request by DISTRICT, and are the property of DISTRICT, V TERMINATION Each PARTY may terminate this AGREEMENT at any time upon thirty (30) days written notice to the other PARTY, except as provided otherwise in Exhibit "B," In the event of termination; (1) ail work product prepared by or in custody of CONSULTANT shall be promptly delivered to DISTRICT; (2) DISTRICT shall pay CONSULTANT all payments due under this AGREEMENT at the effective date of termination; (3) CONSULTANT shall promptly submit a final invoice to the DISTRICT, which shall include any and ail non-cancelable obligations owed by CONSULTANT at the time of termination, (4) neither PARTY waives any claim of any nature whatsoever against the other for any breach of this AGREEMENT; (5) DISTRICT may withhold 125 percent of the estimated value of any disputed amount pending resolution of the dispute, consistent with the provisions of section III D above, and; (6) DISTRICT and CONSULTANT agree to exert their best efforts to expeditiously resolve any dispute between the PARTIES, Municipal Water District of Orange County Joseph M. Berg Director of Water:Us& Efficiency 18700 Ward Street, P.O. Box 20895 Fountain Valley, CA 92708 Water Systems Optimization, Ino. Relnhardt Sturm Chief Operating bffider 290 Division Street, Suite 311 San Francisco, CA 94103 3 28057.00001121505831.1 VI INSURANCE REQUIREMENTS CONSULTANT shall obtain prior to commencing work and maintain in force and effect throughout the term of this AGREEMENT, ail insurance set forth below. A. Workers' Compensation Insurance By his/her signature hereunder, CONSULTANT certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that CONSULTANT will comply with such provisions before commencing the performance of the SERVICES under this AGREEMENT. CONSULTANT and sub-consultant will keep workers' compensation Insurance for their employees in effect during ali work covered by this AGREEMENT. An ACORD certificate of insurance or other certificate of insurance satisfactory to DISTRICT, evidencing such coverage must be provided (1) by CONSULTANT and (2) by sub-consultant's upon request by -DISTRICT; B. Professional Liability Insurance CONSULTANT shail file with DISTRICT, before beginning professional SERVICES, an ACORD certificate of insurance, or any other certificate of insurance satisfactory to DISTRICT, evidencing professional liability coverage of not less than $1,000,000 per claim and $1,000,000 aggregate, requiring 30 days notice of cancellation (10 days for non-payment of premium) to DISTRICT. Such coverage shall be placed with a carrier with an A.M. Best rating of no less than A; VII, or equivalent. The retroactive date (If any) of such insurance coverage shali be no later than the effective date of this AGREEMENT. In the event that the CONSULTANT employs sub-consultants as part of the SERVICES covered by this AGREEMENT, CONSULTANT shall be responsible for requiring and confirming that each sub-consultant meets the minimum insurance requirements specified herein. C. Other Insurance CONSULTANT will file with DISTRICT, before beginning professional SERVICES, ACORD certificates of Insurance, or other certificates of insurance satisfactory to DISTRICT, evidencing general ilabiilty coverage of not less than $1,000,000 per occurrence for bodily injury, personal injury and property damage; automobile liability (owned, scheduled, non-owned or hired) of at least $1,000,000 for bodily injury and property damage each accident limit; workers' compensation (statutory limits) and employer's Ilabiilty ($1,000,000) (if applicable); requiring 30 days (10 days for non-payment of premium) notice of cancellation to DISTRICT. For the coverage required under this paragraph, the Insurer(s) shaii waive all rights of subrogation against DISTRICT, and its directors, officers, agents, employees, attorneys, consultants or volunteers, and against each member agency of DISTRICT, its officers. Directors and employees and authorized volunteers. CONSULTANT'S insurance coverage shall be primary insurance as respects DISTRICT, Its directors, officers, agents, employees, attorneys, consultants and volunteers, and each member agency of DISTRICT, Its officers. Directors and employees and authorized volunteers, for all liability arising out of the activities performed by or on behalf of the CONSULTANT, Any insurance pool coverage, or self- 28057.00001121605B31.1 4 Insurance maintained by DISTRICT, and its directors, officers, agents, employees, attorneys, consultants or volunteers, or any member agency of DISTRICT, its officers, Directors and employees and authorized volunteers, shall be excess of the CONSULTANT'S Insurance and shaii not contribute to it. The general liability coverage shall give DISTRICT, its directors, officers, agents, employees, attorneys, consultants and authorized volunteers, and each member agency of DISTRICT, its officers. Directors and employees and authorized volunteers, additional Insured status using ISO endorsement CG2010, CG2033, or equivalent. Coverage shali be placed with a carrier with an A.M. Best rating of no less than A; VII, or equivalents, In the event that the CONSULTANT employs sub-consultant as part of the work covered by the AGREEMENT, it shaii be the CONSULTANT'S responsibility to require and confirm that each sub-consultant meets the minimum insurance requirements specified herein. D. Expiration of Coverage If any of the required coverages expire during the term of the AGREEMENT, CONSULTANT shail deliver the renewal certiflcate(s) including the general liability additional insured endorsement to DISTRICT at least ten (10) days prior to the expiration date. Vll INDEMNIFICATION. To the fullest extent permitted by applicable law, CONSULTANT shail indemnify, defend and hold harmless DISTRICT, its officers. Directors and employees and authorized volunteers, and each of them, and each member agency of DISTRICT, its officers. Directors and employees and authorized volunteers, and each of them, from and against: a. When the law establishes a professional standard of care for the CONSULTANT'S services, ali claims and demands of ali persons that arise out of, pertain to, or relate to the CONSULTANT'S negligence, recklessness or willful misconduct in the performance , (or actual or alleged non-performance) of the work under this agreement, CONSULTANT shall defend Itself against any and all liabilities, claims, losses, damages, and costs arising out of or alleged to arise out of CONSULTANT'S performance or non-performance of the SERVICES hereunder, and shail not tender such claims to DISTRICT nor Its directors, officers, employees, or authorized volunteers, for defense or indemnity. b. Any and all actions, proceedings, damages, costs, expenses, penalties or liabilities, in law or equity, of every kind or nature whatsoever, arising out of, resulting from, or on account of the violation of any governmental law or regulation, compliance with which is the responsibility of CONSULTANT. c. Any and all losses, expenses, damages (including damages to the work itself), attorney's fees incurred by counsel of the DISTRICT'S choice and other costs, including all costs of defense, which any of them may Incur with respect to the failure, neglect, or refusal of CONSULTANT to faithfully perform the work and all of the CONSULTANT'S obligations under the agreement. Such costs, expenses, and damages shail include all costs, including attorneys' fees, incurred by counsel of the DISTRICT'S choice. Incurred by the indemnified parties in any lawsuit to which they are a party, CONSULTANT shall Immediately defend, at CONSULTANT'S own cost, expense and risk, any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against DISTRICT or its directors, officers, employees, or authorized 28057.00001121606831.1 5 volunteers, or a member agency of DISTRICT, Its officers, Directors and employees and authorized volunteers, with legal counsel reasonably acceptable to DISTRICT, and shaii not tender such claims to DISTRICT nor its directors, officers, employees, or authorized volunteers, or, a member agency of DISTRICT, its officers. Directors and employees and authorized volunteers. CONSULTANT shali immediately pay and satisfy any judgment, award or decree that may be rendered against DISTRICT or its directors, officers, employees, or authorized volunteers, or a member agency of DISTRICT, its officers, Directors and employees and authorized volunteers, in any and ail such suits, actions, or other legal proceedings. CONSULTANT shail Immediately reimburse DISTRICT or its directors, officers, employees, or authorized volunteers, or a member agency of DISTRICT, Its officers. Directors and employees and authorized volunteers, for any and all legal expenses and costs incurred by each of them In connection therewith or in enforcing Indemnity herein provided. CONSULTANT'S obligation to Indemnify shali survive the termination or completion of this agreement for the full period of time allowed by law and shall not be restricted to Insurance proceeds, if any, received by DISTRICT, or its directors, officers, employees, or authorized volunteers, or a member agency of DISTRICT, Its officers, Directors and employees and authorized volunteers. VIII FINANCIAL DISCLOSURE AND CONFLICTS OF INTEREST Although CONSULTANT Is retained as an independent contractor, CONSULTANT may still be required, under the California Political Reform Act and DISTRICT'S Administrative Code, to file annual disclosure reports. CONSULTANT agrees to file such financial disclosure reports upon request by DISTRICT, Further, CONSULTANT shall file the annual summary of gifts required by Section 7105 of the DISTRICT'S Ethics Policy, attached hereto as Exhibit "A." Failure to.flie financial disclosure reports upon request and failure to file the required gift summary are grounds for termination of this AGREEMENT. Any action by CONSULTANT that is inconsistent with DISTRICT'S Ethio's Policy current at the time of the action is grounds for termination of this AGREEMENT, The Ethios Policy as of the date of this AGREEMENT Is attached hereto as Exhibit "A," IX PERMITS AND LICENSES CONSULTANT shall procure and maintain all permits, licenses and other government- required certification necessary for the performance of its SERVICES, all at the sole cost of CONSULTANT. None of the Items referenced in this section shall be reimbursable to CONSULTANT under the AGREEMENT. CONSULTANT shail comply with any and all applicable local, state, and federal regulations and statutes including Cal/OSHA requirements. X LABOR AND MATERIALS CONSULTANT shall furnish, at Its own expanse, all labor, materials, equipment, tools, transportation and other Items or services necessary for the successful completion of the SERVICES to be performed under this AGREEMENT. CONSULTANT shall give its full attention and supervision to the fulfillment of the provisions of this AGREEMENT by its employees and sub-consultant and shail be responsible for the timely performance of the SERVICES required by this AGREEMENT. All compensation for CONSULTANT'S SERVICES under this AGREEMENT shall be pursuant to Exhibit "B" to the AGREEMENT. 6 28057.00001\21505831.1 Only those SERVICES, materials, administrative, overhead and travel expenses speoifioaliy listed in Exhibit "B" will be charged and paid. No other costs will be paid, CONSULTANT agrees not to invoice DISTRICT for any administrative expenses, overhead or travel time in connection with the SERVICES, unless agreed upon and listed in Exhibit "B", XI CONFIDENTIALITY AND RESTRICTIONS ON DISCLOSURE A. Confidential Nature of Materials CONSULTANT understands that all documents, records, reports, data, or other materials (collectively "MATERIALS") provided by DISTRICT to CONSULTANT pursuant to the AGREEMENT, including but not limited to draft reports, final report(s) and all data, information, documents, graphic displays and other items that are not proprietary to CONSULTANT and that are utilized or produced by CONSULTANT pursuant to the AGREEMENT are to be considered confidential for all purposes, B. No Disclosure cf Confidential Materials CONSULTANT shall be rasponsible for protecting the confidentiality and maintaining the security of DISTRICT MATERIALS and records in its possession. All MATERIALS shall be deemed confidential and shall remain the property of DISTRICT, CONSULTANT understands the sensitive nature of the above and agrees that neither Its officers, partners, employees, agents or sub-consultants will release, disseminate, or otherwise publish said reports or other such data. Information, documents, graphic displays, or other materials except as provided herein or as authorized, in writing, by DISTRICT'S representative, CONSULTANT agrees not to make use of such MATERIALS for any purpose not related to the performance of the SERVICES under the AGREEMENT. CONSULTANT shall not make written or oral disclosures thereof, other than as necessary for Its performance of the SERVICES hereunder, without the prior written approval of DISTRICT. Disclosure of confidential MATERIALS shali not be made to any individual, agency, or organization except as provided for in the AGREEMENT or as provided for by law. C. Protections to Ensure Control Over Materials All confidential MATERIALS saved or stored by CONSULTANT In an electronic form shali be protected by adequate security measures to ensure that such confidential MATERIALS are safe from theft, loss, destruction, erasure, alteration, and any unauthorized viewing, duplication, or use. Suoh security measures shall include, but not be limited to, the use of current virus protection software, firewalls, data backup, passwords, and internet controls. The provisions of this section survive the termination or completion of the AGREEMENT. Xil OWNERSHIP OF DOCUMENTS AND DISPLAYS All original written or recorded data, documents, graphic displays, reports or other MATERIALS which contain information relating to CONSULTANT'S performance hereunder and which are originated and prepared for DISTRICT pursuant to the AGREEMENT are Instruments of service and shaii become the property of DISTRICT upon completion or termination of the Project CONSULTANT hereby assigns ali of its right, title and interest therein to DISTRICT, including but not limited to any copyright interest. In addition, DISTRICT reserves the right to use, duplicate and disclose in whole', or in part, in any manner and for any 7 28057.00001121505831,1 purpose whatsoever all such data, documents, graphic displays, reports or other MATERIALS delivered to DISTRICT pursuant to this AGREEMENT and to authorize others to do so, To the extant that CONSULTANT utilizes any of Its property (including, without limitation, any hardware or software of CONSULTANT or any proprietary or confidential Information of CONSULTANT or any trade secrets of CONSULTANT) in performing SERVICES hereunder, such property shall remain the property of CONSULTANT, and DISTRICT shall acquire no right or interest in such property, CONSULTANT hereby assigns to DISTRICT or DISTRICT'S designee, for no additional consideration, all CONSULTANT'S inteileotual property rights, including, but not limited to, copyrights, in ali deliverables and other works prepared by the CONSULTANT under this agreement, CONSULTANT shail, and shail cause its employees and agents to, promptly sign and deliver any documents and take any actions that DISTRICT or DISTRICT'S designee reasonably requests to establish and perfect the rights assigned to DISTRICT or Its designee under this provision. XIII EQUAL OPPORTUNITY DISTRICT is committed to a policy of equal opportunity for all and to providing a work environment that is free of unlawful discrimination and harassment. In keeping with this commitment, DISTRICT maintains a policy prohibiting unlawful discrimination and harassment in any form based on race, religious creed, color, national origin, ancestry, physical or mental disability, medical condition, pregnancy or childbirth, marital status, gender, sex, sexual orientation, veteran status or age by officials, employees and non-employees (vendors, contractors, etc.). This policy applies to all employees, consultants and contractors of the DISTRICT. Appropriate corrective action will be taken against ail offenders, up to and including Immediate discharge or termination of this AGREEMENT. During, and In conjunction with, the performance of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, marital status or national origin. XIV INTEGRATION OF ALL OTHER AGREEMENTS This AGREEMENT, including any Exhibits and Addetida, contains the entire .un.derstanding--..of....the....P.ART.IES,....and.---there--.are.. ..nO".furt:her-- -or--other agreements-'©6 • understandings, written or oral, in effect between the PARTIES hereto relating to the subject matter hereof, Any prior understanding or agreement of the PARTIES shall not be binding unless expressly set forth herein and, except to the extent expressly provided for herein, no changes of this AGREEMENT may be made without the written consent of both PARTIES. XV ATTORNEYS' FEES In any action at law or In equity to enforce any of the provisions or rights under this AGREEMENT," the prevailing PARTY shail be entitled to recover from the unsuccessful PARTY all costs, expenses and reasonable attorney's fees incurred therein by the prevailing PARTY (including, without limitations, such costs, expense and fees on any appeals), and If such prevailing PARTY shall recover judgment in, any such .action pr prqce.edJng, such, posts, expenses, including those of expert witnesses and attorneys' fees, shall be included as part of this judgment. 28057.00001121505831.1 8 IN WITNESS WHEREOF, the PARTIES have hereunto affixed their names as of the day and year thereinafter, which shail be and Is the effective date of this AGREEMENT, CONSULTANT ACCEPTANCE: Date r2- Q3 - •^£>IS' Robert Hunter, General Manager Municipal Water District of Orange County 18700 Ward Street, P.O. Box 20895 Fountain Valley, CA 92708 (714) 963-3058 Relnhardt Sturm, Chief Operating Officer Water Systems Optimization, Inc. 290 Division Street, Suite 311 San Francisco, CA 94103 Phone: (415) 538-8641 Tax l,D.# 75-3055233 9 EXHIBIT "A" §7i00.§7111 §7100 PURPOSE t' The policy of MWDOC is to maintain the highest standards of ethics from its Board members, officers and employees (all shaii be referred to as employees for the purposes of this section). The proper operation of MWDOC requires decisions and policy to be made in the proper manner, that public office not be used for personal gain, and that all individuals associated with MWDOC remain impartial and responsible toward the public. Accordingly, all employees are expected to abide by the highest ethical standards and integrity when dealing on behalf of MWDOC with fellow Board members or employees, vendors, contractors, customers, and other members of the public, §7101 RESPONSIBILITIES OF BOARD MEWIBERS Board members are obliged to uphold the Constitution of the United States and the Constitution of the State of California and shall comply with all applicable laws regulating Board member conduct, including conflicts of interest and financial disclosure laws. No Board member or officer shall grant any special consideration, treatment, or advantage to any person or group beyond that which is available to every other person or group in the same circumstances. §7102 PROPER USE OF MWDOC PROPERTY AND RESOURCES Except as specifically authorized, no employee shall use or remove or permit the use or removal of MWDOC property, including MWDOC vehicles, equipment, telephones, office supplies, and materials for personal convenience or profit, No employee shall require another MWDOC employee to perform services for the personal convenience or profit of another employee. Each employee must protect and properly use any MWDOC asset within his/her control. Including information recorded on pajDer or in electronic form, Employees shali safeguard MWDOC property, equipment, monies, and assets against unauthorized use or removal, as well as from toss due to criminal act or breach of trust. Employees are responsible for maintaining written records, including expense reports, in sufficient detail to reflect accurately and completely all transactions and expenditures made on MWDOC's behalf. Creating a document with misleading for false information Is prohibited, Motion-1/17/96; §7103 CONFLICT OF INTEREST Ail MWDCG Directors, officers, and employees at every level shall comply with the requirements of Section 1090 of the California Government Code which prohibits such persons from being financialiy Interested In any contract made by them in their official capacity, or by anybody or board of which they are members, or from being a purchaser at any sale or a vendor at any purchase made by them in their official capacity. All Directors and employees designated under MWDOC's Conflict of interest Code ("designated employees") and employees required to report under Chapter 7, Article 2 of the Political Reform Act (Government Code Section 7300 et seq.) shall promptly and fully comply with all requirements thereof. ETHICS POLICY 28057.00001121505831.1 10 MWDOC employees who are not designated employees under MWDOC's Conflict of Interest Code shail refrain from participating In, making a recommendation, or otherwise attempting to influence MWDOC's selection of a contractor, consultant, product, or source of supply If the non-designated employee, or an Immediate family member, has a direct or indirect financial interest in the outcome of the selection process, No employee shail use his/her position with MWDOC in any manner for the purpose of obtaining personal favors, advantages or benefits for him/herself or an immediate family member from a person or entity doing business or seeking to do business with MWDOC. Such favors, advantages, or benefits would Include, but are not limited to; 1) offers of employment; 2) free or discounted goods or services; or 3) gifts, §7104 GIFTS No employee shall accept, directly or indirectly, any compensation, reward or gift from any source except from MWDOC, for any action related to the conduct of MWDOC business, except as set forth below; 1. Acceptance of food and refreshments of nominal value on infrequent occasions In the ordinary course of a breakfast, luncheon or dinner meeting or other meeting or on an inspection tour where the arrangements are consistent with the transaction of official business.* 2. Acceptance of transportation, lodging, meals or refreshments, in connection with attendance at widely attended gatherings sponsored by industrial, technical or professional organizations; or in connection with attendance at public ceremonies or similar activities financed by nongovernmentat sources where the employee's participation on behalf of MWDOC is the result of an invitation addressed to him or her in his/her official capacity, and the transportation, lodging, meals or refreshment accepted is related to, and is in keeping with, his/her official participation.* 3. Acceptance of unsolicited advertising or promotional materials such as pens, pencils, note pads, calendars, or other items of nominal value.* 4. Acceptance of plaques and commemorative mementoes, of nominal value, or of value only to the recipient, such as service pins, recognition awards, retirement mementoes. 5. Acceptance of incidental transportation from a private organization provided it is furnished in connection with an employee's official duties and is of the type customarily provided by the private organization, * Nothing herein shail be deemed to relieve any Director or designated employee from reporting the value of such meals, transportation, lodging or gifts and abstaining from participation In any decision of MWDOC which could foreseeabiy have a material financial effect on the donor when the value of such gifts reaches the limits set forth In MWDOC's Conflict of Interest Code and the political Reform Act. In no event shali any employee accept gifts from any single source, the cumulative value of which exceeds the applicable gift limit under California law. A gift or gratuity, the receipt of which Is prohibited under this section, shali be returned to the donor, If return is not possible, the gift or gratuity shall be turned over to a public or charitable Institution without being claimed as a charitable deduction and a report of such action and the reasons why return was not feasible shall be made on MWDOC records. When possible, the donor also shall be informed of this action. ^ Motion -1/17/96; 11 28057,00001121605831.1 §7106 PERSONS OR COMPANIES REPORTING GIFTS All persons and companies doing business with MWDOC, with the exception of public agencies, shali submit a summary, by January 31 of each calendar year, of all gifts claimed for internal vendor audits (including meals) made to, or on behalf of, employees or Directors of MWDOC, or their immediate family members, that have occurred in the normal course of business during the previous calendar year, Failure to provide this information to MWDOC may result in the termination of MWDOC business with that person or company, Motion-7/21/93; Motion-8/18/93; §7106 USE OF CONFIDENTIAL INFORMATION Confidential information (i.e., Information which is exempt from disclosure under the California Public Records Act) shall not be released to unauthorized persons unless the disclosure is approved by the Board, President of the Board, or General Manager. Employees are prohibited from using any confidential information for personal advantage or profit. §7107 POLITICAL ACTIVITIES Employees are free to endorse, advocate, contribute to, or otherwise support any political party, candidate, or cause they may choose; however, employees are prohibited from soliciting political funds or contributions at MWDOC facilities. In any personal political activity an employee may be involved in. It shall be made clear that the employee is acting personally and not for MWDOC. §7108 IMPROPER ACTIVITIES Employees shall not interfere with the proper performance of the official duties of others, but are strongly encouraged to fuiflll their own moral obligations to the public, MWDOC, and its member agencies by disclosing, to the extent not expressly prohibited by law, improper activities within their knowledge. No employee -shall directly or indirectly use or attempt to use the authority or influence of his/her position for the purpose of intimidating, threatening, coercing, commanding, or influencing any person with the intent of interfering with that person's duty to disclose improper activity, §71O9-VI0bAT10N-6F PQbieY--=--S-T-AFF AND STAPP-OmCERS" If an employee is reported to have violated MWDOC's Ethics Policy, the matter shall be referred to the General Manager for investigation and consideration of any appropriate action warranted which may include employment action such as demotion, reduction in salary, or termination. If a Board appointed officer (Secretary, Treasurer or General Manager) is reported to-have violated MWDOC's Ethics Policy, the matter shall be referred to the Executive Committee for Investigation and consideration of any appropriate action. Motion -1/17/96; •-•• — - 28067.00001121505831.1 12 §7110 VIOLATION OF POLICY DIRECTORS A perceived violation of this policy by a Director should be referred to the President of the Board or the full Board of Directors for investigation, and consideration of any appropriate action warranted. A violation of this policy may be addressed by the use of such remedies as are available by law to MWDOC, including, but not limited to: (a) adoption of a resolution expressing disapproval of the conduct of the Director who has violated this policy, (b) injunctive relief, or (c) referral of the violation to MWDOC Legal Counsel and/or the Grand Jury. §7111 PERIODIC REVIEW OF CONFLICT OF INTEREST AND ADMINISTRATIVE GUIDELINES During the first quarter of the year immediately following an election (every two years), the Board shall meet to review and/or receive a presentation that addresses principles relating to reporting guidelines on compensation, conflict of interest issues, and standards for rules of conduct. 28067.00001121505831.1 13 EXHIBIT "B" SCOPE OF WORK, TERMS OF AGREEMENT AND TERMS AND CONDITIONS FOR BILLING Water Systems Optimizatioh.'Inc. Relnhard Sturm 290 Division Street, Suite 311 San Francisco, CA 94103 (416) 538-8641 75-3055233 1. Term - Commencement December 1, 2015. Termination on December 31, 2016, Corripany: Name: Address: Phone: Tax I.D. # 2. Fees/Rates to be billed: Project Director $250,00 per hour Sr, Project Director $140,00 per hour Project Manager $120,00 per hour Assoc, Project Manager $110.00 per hour Fees will only be paid for the above positions and at the above hourly rates, unless otherwise agreed to in writing by MWDOC. 3. Budgeted Amount. Compensation is to be on a "time and material" basis not to exceed (1) $1,221,080 for Water Loss Control Program activities; and (2) $32,200 for work related to the Orange County Water Loss Control Committee. CONSULTANT'S fees shall be billed by the 25'" day of the month and paid by DISTRICT on or before the 15th of the following month, Invoices shall reference the Purchase Order number from the DISTRICT. All invoices in connection with the Water Loss Control Program must be specific to an individual DISTRICT member agency and must include a breakdown of services by task, Upon invoicing DISTRICT 80% of the contract amount, CONSULTANT shall prepare and provide to DISTRICT a "cost to complete" estimate for the remaining work, 4.. Payment Rg§,r|ct!o.n;. :C^NSU.Lf j^N!f'j|,ll not be paid pursuant to thls Agreement for any woBc "peiform^a QiT*Bj^''eiF oT'pr~fFrl'tW"beneflF of a" member agency~ofrthe DlstRlcf unless an executed agreement exists between the DISTRICT and the member agency of the DISTRICT for the provision of such SERVICES. 5. Scope of Work/Services. Each water agency's water loss profile is unique; some systems have significant opportunities to reduce losses while others are operating without much room for improvement. Having confidence In the use of the AWWA water audit and the data that informs the non-revenue water assessment is a critical step in identifying where there are the best water loss control opportunities for MWDOC member agencies. The following tasks are designed to provide a framework for progressive technical assistance to MWDOC member agencies and allows agencies to access any level of technical assistance they desire depending on their needs and familiarity with the AWWA water audit methodology, 14 28067.00001121508831.1 Task 1 -Water Loss Control Committee Coordination, Project Administration & Reporting Task la - Water Loss Control Committee Coordination The first step will be to form the OC Water Loss Control Committee (WLCC) comprised of MWDOC staff and member agency staff. The WLCC's first meeting will feature several key Items for discussion: the WLCC's purpose, vision, and goal outcomes will be discussed and decided, WSO together with MWDOC will lead the WLCC meetings, provide technical lnput,'schedule the meetings, prepare meeting agendas, steer the WLQC toward goal outcomes, share background information and additional resources, prepare meeting notes and keep track of action Items identified during these meetings. Figure l presents a summary of participants and activity we expect for the WLCC, WSO will also establish a cloud based WLCC data hub, where participants will have access to all materials developed and shared within the WLCC. ORANGE COUNTY WATER LOSS CONTROL COMMITTEE paiUclpants : \ •'*, / PARTICI- \ _;..„.-1 WSO !..,..,i...,....,...,.„,-,.r* MWDOC } >•""•• "•••"J FATING '•- /' \/ \S ./ Su, .,A' agenda Items discussion and consensus on purpose, visions & goals tracking &reporting of technical assistance program progress meetings to confer on water audit experiences, challenges, and best practices meetings to share findings, next steps, and evaluations of program program start effectiveness ..•..(.*,*....,,,.».*......*,*,.*..»t.(.i,.,....,*......... '..**..*,'.,..'*.,,*».....,,.*d** program completion Figure i; Summary of WLCC Activity Task la & b - Project Administration and Reporting In addition to leading and coordinating the WLCC, WSO will provide typical project management services such as; monthly progress reports summarizing work completed by agency and by task, monthly Invoices summarizing time and materials spent by agency and by task, tracking of budget and hours spent on the project by agency and by task, and ali necessary scheduling for the technical assistance portion of this project. Water Loss Control Committee Coordination, Project Administration & Reporting deliverables: 1, Water Loss Control Committee Meetings (six meetings) 2, Monthly progress reports summarizing services provided by participating agency and task 3, Monthly Invoices with time spend and fees charges tabulated by participating agency and task Task 2-Technical Assistance for Preparation of "Top Down" Water Audits In order to achieve the desired outcomes of Task 2 the following approach is suggested; 15 28057,00001121505831.1 Identification of Agency Lead: The first step will be to identify/appoint a project lead from each participating member agency, That person will be the point person for all activities related to Task 2 and all communication between WSO and the member agency will be through the agencies project lead, Data Collection Tracking Sheet: WSO will develop and distribute to each participating agency an online data collection tracking sheet, where all data necessary for the completion of the AWWA water audit software Is Identified. This data collection tracking sheet will also serve to Identify and document the key agency stakeholders providing the water audit data. Q&A Phone Call Around Data Collection: WSO will then follow up with a phone call to each agency lead to discuss the data collection exercise and to answer any questions that might exist around what data is needed, Web-Meeting to Review Audit Data and Populate AWWA Audit Software: Once all the water audit data has been collected by the agency and/or missing data has been identified a web-meetlng will be organized and WSO together with the agency will walk through each volume of the audit software, documenting and discussing sources of data and areas of concern. Provide Recommendations for Data Validation Improvements: Equipped with a thorough introduction to the water agency's Initial water balance, WSO will follow up with suggested Investigations and provide recommendations for methods and techniques to Improve the validity of each water audit component (where applicable), Web-Meeting for Final Review & Final Documentation; The next step Is to schedule another web- meeting to review and discuss any data updates/Improvements made by the agency since the last call. After understanding the final status of data source and quality, WSO will work with the agency to finalize the water balance, appropriately assign each data validity score in the audit software, and document improvements. A key component of this final web-meeting with the agency will be the development of key performance Indicators for the agency and coaching In how to best Interpret them and communicate them to the public, press and elected officials etc. Each agency will have at least six points of interaction with WSO throughout the process of preparing the agencies water balance. Top Down Water Audit deliverables: 1. an Initial water balance with appropriately assigned data validity scores, 2. customized recommendations for data quality improvements, 3. wqte?,|dsFplWfmih liq.W.tbInterpret and present them, and 4. a solid understanding and proficiency in using the AWWA free water audit software,.. Task 3 - Component Analysis; Volume of Real and Apparent Losses WSO [s uniquely equipped to advise MWDOC member agencies on how to conduct a component analysis of real and apparent losses. WSO recently developed the only freely available software model for component analysis in North America (the model development was financed by the Water Research Foundation and EPA). Task 3 will be Implemented via phone, email and web-meetings. Task 3-A: COMPONENT ANALYSIS OF REAL LOSSES Using an annual "Breaks and Background Estimates" (BABE) model (also known as a real loss component analysis), WSO will assist the member agencies to separate the leak and break volumes of 2BOB7.00001\21505831.1 16 real loss into the following categories: background losses, reported leakage, and unreported leakage (see Figure 2), Understanding how the Real Loss volume breaks down into these different components is critical In developing Intervention strategies to reduce Real Losses, Three distinct interventions are evaluated, given the real loss profile breakdown. First, Improvement In location and repair of both reported and discovered unreported leaks will be evaluated based on the failure repair data collected for this analysis, Second, we can use the component analysis to determine how much unreported leakage could be recovered through additional proactive leak detection, Third, the component analysis also allows for modeling the effect a change In system pressure will have on the volume of real losses and Its subcomponents. In the process of assisting the member agencies in collecting and reviewing the failure repair data necessary for the component analysis, WSO will help member agencies enhance the standard leak repair data collection practices and protocols to Improve future component analysis and Economic Level of Leakage results, .. surface Background Leakage Unreported end un-delectable ujing tradftloiHlacaustlcequIpment Tools I PressureReduclIon > Main and SBTMke replacement • Reduction Inthenumberofjointsandrittlngi Unreported Leakage Often does not surficc but Isdetectable using traditional aoiusflcequlpment. Tools • Pressure Reduction . Main and servkereplacement , Reduction In thenumberofjolnts and fittings t Proacfive Leak Defection Reported Leakage Oftensnrfaces and Is reported by public orutlllty workers. Tools ' Pressure Reduction ' Main andservlct replacement . Optimized tepalrfime Figure 2: Real Loss Components^ Determination of Background Leakage WSO together with the member agencies will review infrastructure data to determine the volume of background leakage throughout the system, This Involves some amount of sensitivity analysis given the system's infrastructure components, system age, operational characteristics and operating pressure. WSO will provide training in determining background leakage volumes and provide recommendations (where applicable) on data Improvements. Determination of Reported Leakage WSO will provide the member agencies with a detailed failure data request list and together with the agencies will review all documentation of reported failures forthe audit period. Validating the runtimes of each failure instance and estimating flow rates will then culminate In calculation of water loss attributed to reported leakage, 2 Graphic courtesy of Water Research Foundation, as featured in "Advances in Water Research", July - September 2014; Volume 24, Number 3. 17 28057.00001121605831.1 Determination of Unreported Leakage WSO will review any leak detection activity that occurred during the audit period, If applicable, we will validate the runtimes of each failure instance and estimate flow rates to calculate the water loss attributed to unreported leakage, Evaluation of Economic Intervention Strategies Utilizing the WRF component analysis model WSO will evaluate together with the member agencies economic intervention strategies for real loss reduction via leak detection, pressure management and Improved leak repair times, For each member agency a specific set recommended intervention strategies will be developed. Real Loss Component Analysis Deliverables; iRearLoss CbmpbnehtiVolUf^ Detefmlnation and Economic Evaluation: 1. Identify the volumes of each type of real losses; background leakage, unreported leakage, and reported leakage, 2. Quantify the volume of hidden leakage, the volume of unreported leakage that continues uninterrupted throughout the system that could be recovered through leak detection. 3. Quantify the volume of leakage currently lost through reported and unreported leaks that were addressed by the agency during the audit period 4. Break frequency analysis and comparison to national and International data sets and benchmarks 5. Identification of real loss intervention strategies Real LossTracking'afid Process Review; 1. Review of leak repair data to evaluate efficiency of leak repair response times 2. Data review and validation of the following Information; leak repair database information and data handling and collection process, leak detection program results, average system pressure and infrastructure condition 3. Provide guidelines on leak repair data collection to meet current industry best practices 4. Training In real loss component analysis TaskS'B: COMPONENT ANALYSIS OF APPARENT LOSSES Identify and Review Existing Data WSO will provide a list of data required for a component analysis of apparent losses so Its subcompondnts (meter Inaccuracies, systematic data handling errors and unauthorized consumption) can be quantified for each participating member agency. Since the majority of apparent losses usually is caused by customer meter under registration WSO will review together with the member agencies any available meter test data. If no test data Is available WSO will provide the member agencies with recommendations for random meter testing of small customer meters (2inch and smaller). Review of Current Large Meter Testing This stage of the apparent loss analysis involves assessing the appropriate testing and/or overhaul procedures for the member agency's large meter stock. WSO will provide recommendations (where feasible) to enhance the member agency's large meter testing program to Incorporate considerations around consumption and revenue opportunities, improving overall cost-effectiveness, 18 28057,00001121605831,1 Total Apparent Loss Determination Based on the available data for small and large meter tests, WSO will assist the participating member agencies In determining the volume attributed to meter under-reglstration for audit period, In parallel, WSO will assist the participating member agencies In determining the apparent loss volumes attributed to data handling errors and unauthorized consumption (this will involve a review of any documentation and/or assessment of appropriate estimations to apply and a review of the meter reading and bill procedure currently In place). Apparent Loss Component Analysis Deliverables; 1, Validation of all apparent loss volumes; small meter under-registration, large meter under- registratlon, unauthorized consumption, and data handling errors. 2, Recommendations for better testing procedures, data handling and management, and monitoring of unauthorized consumption, 3, High Level Evaluation of Apparent Losses vs Apparent Loss Control Strategies, Task 4 - Locate and Quantify Leakage It is standard best practice for WSO to undertake detailed leak detection surveys for our clients, where every available hydrant, select valves and every service connection is sounded for leak noise. We therefore suggest the following methodology: Leak Detection Methodology WSO will adopt the following procedures for the comprehensive leak detection survey; WSO will organize a kick-off meeting for each participating member agency to discuss the suggested project approach, review available mapping information and any activities by the member agency with regards to leak detection and repair. At this meeting WSO will provide the member agency staff with a detailed work plan and project schedule, discuss the plan and make changes to the plan if necessary based on feedback from member agency staff, Requirements for traffic control will be discussed with the member agency as well, A comprehensive survey will then be undertaken by making physical contact with each hydrant, select valves and each customer service connection. Sonic leak sound amplification instruments will be used. These instruments are specifically designed for this purpose and have a transducer rated at a minimum sensitivity of 1.5 VG (volt per "Q") or greater, When normal contact points are not available or cannot be created within a reasonable distance, sonic ground listening devices will be used by making physical ground contact at intervals no greater than 6 feet directly over the pipe, If excessive ambient noise precludes the effectiveness of the ground listening device In an area during daytime hours then this portion of the network will be scheduled for survey during night-time hours, These situations will be pre-approved with the member agency before any survey during night-time hours is undertaken. Sonic ground listening Instruments will only be used when ground cover is pavement, concrete or similar hard surface. When ground cover is not a hard surface, probe rods will be used at 10 feet Intervals when norml contact pints are not avgilable. A sound amplification instrument with 1.5 VG (volts per "G") or greater transducer minimum output will be used on probe rods. Probe rods will be driven into the ground a minimum of 6" directly over the pipe when ground conditions allow, 19 28057,00001121505831.1 A detailed report of decibel levels at suspected leak sound locations and observations will be complied during the survey for reinvestigation and possible pinpointing at a later time. This reinvestigation Is to Increase the efficiency of the survey and should eliminate correlating on most false leak sounds, Ail Indications of leaks found during survey will be verified a second time, after which the leak will be pinpointed with a computer-based leak sound correlator when possible. Pinpointing leak locations through Interpretation of sound intensity, either by ear, decibel metering, or other like methods, will not to be used when contact points are available for use with a computer-based leak sound correlator. The survey equipment used will not normally require valves to be operated during surveying and pinpointing. However, on occasion, services or valves may require operation to eliminate service connection draw noises or to change velocity noise. If required, any appurtenance operation will need to be performed by member agency personnel only, WSO will prepare a list of appurtenances that need to be operated by member agency staff for verification or pinpointing of a leak on a weekly base. The following week member agency staff together with WSO's leak detection specialist will operate the requested appurtenances and the leak will be validated and pinpointed. The correlator equipment that will be used will have the capability of prompting the operator to input the variables when different pipe sizes and/or pipe materials are encountered in the same span to be investigated. The correlators have the capability of correlating up to at least four various pipe sizes and types at one time In a given span. WSO will provide the leak reports for any leaks that are pinpointed on a weekly basis. The leak report sheets will be customized to meet member agency's needs and will contain a photo showing the leak location, X-Y GPS coordinates, satellite photo with location of leak, details of the type of leak found, estimated leak flow rate In gallons per minute, leak classification and prioritization, equipment and technique used to locate the leak, Pinpointed leaks will be marked on the asphalt in accordance with member agency's requirements. The leak report sheets can be customized to meet the member agency's needs (see APPENDIX D for Example). Each of the leak detection specialists Is equipped with a Smart Phone or Android Tablet to catalog each leak found In the field. WSO has developed a software module that interacts with WSO's online Water Loss Tracking sheet In Google Docs to Insure that the member agency has online access to the leak detection survey progress and results, This tool has been designed to provide a more efficient way of •sharing-projeet-progress-and-leak-detectlon-results-with'Ourclients;-Thls"Wlll-allowthemember agency's' project manager and any stakeholders to easily keep track of the project progress. Figure 3 and Figure 4 show screenshots from the project management tool used for the leak detection project completed for the Puerto Rican Aqueduct and Sewer Authority In 2013. WSO will customize the online progress- monitoring tool for the member agency-if available pipe age Information should be included as well. The online tracking tool will also provide the electronic copies of all leak reports. If especially large leaks or other Interesting events occur, the technicians will be able to use the tablet to take photos or video that can be quickly shared with the project team. At the end of each week WSO will submit a weekly summary of miles surveyed, project status and estlrna-ted completion, nunpber arid type of leaks detected, In addition WSO will update the member agency weekly on the routing plan and list of requested appurtenances to be operated by the member agency for final leak verification (if needed). 28057,00001121505831,1 20 Whenever the member agency repairs any of the leaks detected by WSO prior to completion of the field work, WSO will re-survey that section of the system, to be sure no very quiet leaks are missed due to an over powering noisy leak sound, All WSO field personnel will be provided with all necessary leak detection Instruments, equipment and tools to complete the survey and leak pinpointing. All best efforts will be made to pinpoint all existing leaks. PRASA Leak Deteotion Services Traoking A ISSI File edit view Insert Pormet Data Toole Fotm (0) Help All ohanaas saved In Drlva \iiv"";;:r - j:yjg!rKcxTr^ :.idS.i;;Sir:4S Plannod Miles Mlleafle.. Tolal compIWsd Mllaaag 8/1/2013 m -5,3 Mflla. Mileage • S2S 6/2/2010 4i1 4.1 iiiieii:ri£i»ialSliS!^^ MHi, mMipnmmmssmismmmmmifMmm Planned Mlleaao • 926 RaroanliigMHaB 07/201-3 002013 Pergent:0Tgla SysiBm Sutveydd PBroBtil of Tota ayatam RBmalnlnff lOftOOlS O.0Da 00/2010 . 6/10/201-3 ,10.6 10.8 Figure 3: Screen Shot from Water Loss Project Monitoring Tool: Survey Mileage Tracking PRASA Leak Deleotlon 880loae Traokttig it m m EJll Vlw IwM Fv/nil luU Toon FomPI Wp Moh»o««»v«lh0ilw iiiigiiilliiiM^ Figure 4; Screen Shot from Water Loss Project Monitoring Tool: Leak List Locate and Quantify Leakage Task 4 deliverables: WSO will provide a Final Report within thirty (30) working days from the end of field work, The Final Report will Include; 1, Executive Summary shall Include footage covered, approximate GPD loss, types of leaks found, quantity of leaks found and remarks recommending Improvements that may be made to Improve the water loss performance of the distribution system and future leak detection activities and cost benefit analysis of leak detection project, 28057.00001\21605B31,1 21 2. Summary of theft instances discovered and summary of missing Infrastructure Information discovered. 3. Survey Review explaining the procedures and methods used during the study. 4. WSO will analyze the leak detection results and In combination with the result of the most recent water audit prepared by the member agency In order to provide adequate recommendations for follow up testing and to update recommendations for the member agency's water loss control strategies, The final report will also compare the water loss baseline before leak detection and repair and provide an estimation of water loss savings achieved through the proactive leak detection program. Task 5 - Report Preparation WSO will prepare individual reports for each agency, A draft report wilt be prepared for review and comment by each'agency. The reports shall document the entire project and the outcomes for each agency by task. The reports will Include but not be limited to: • A summary of work performed and methods used • Water Loss Control outeomes7-appropriate Interpretation and use of results • • • Recommendations for data collection, data management and data storage • challenges encountered and lessons learned • Recommended action Items and tasks for subsequent years. Three (3) bound hardcopies of the final report shall be submitted and an electronic version of the final report in PDF format. TEAM - WSO organizational structure WSO has an established team of water loss control experts. The company is organized as displayed In Figure 5, WSO has an office In San Francisco, CA and Nashville TN. Stephen Preston Principal Relnhard Sturm Chief Operations Officer Paul Johnson VP Nasfivjile Office ' "•t>, Kate Qasner Director of Water & Energy Efficiency^ Kris Williams Lucy Andrews William Elman Roy Benjamin Kevin Burgers Project Manager Project Manager Project Manager Project Manager Project Manager V^.^ S^./ N ^ S._V Team of 7 EieldTechnlclahs & Leak Oetectlpn . Specialists. Figure 5: WSO Organizational Chart 22 28057.00001\21505831,1 Location The WSO team will be performing work from the San Francisco office, located at 290 Division St, Suite 311, San Francisco, CA, 94103, SCHEDULE Table 1 outlines the estimated timing for each of the tasks for MWDOC's Water Loss Control Program, WSO hereby assures sufficient capacity for delivery of the outlined scope of work by the schedule provided. •TASK PROaRAMBLEMBNT target «l<raajln:« 3DIS 201« OX tat 03 A4 ! ^PROJECT ADMINISTRATIOM a WLGC GODRDJWATION TECHNJCAl, ASSISTANCE 3 [COMPONENT ANALYSIS Y). ilBAKDBTECTION js. i REPORT PREPARATION satup WICC oflriy, Bngoingadmln April ZOie October JOW Ocwborioie DacBWbaraoie •;.ii.>.*A-}iif.iy«.t.t v*yy«i.¥titf«.»> i a*. . .-f I ' ••- '-i Table 1; Estimated Schedule for Completion of MWDOC Water Loss Control Program DETAILED BUDGET AND SUPPORTING DOCUMENTATION The following tables detail the hours for WSO staff members, for each task in the MWDOC Water Loss Control program, All tasks are presented on a per agency basis. As required, we present two cost scenarios for tasks 2, 3 and 5; a low cost scenario and a high cost scenario. Each utility has unique data protocols and data quality; some are much more "validation- ready" (they have complete and accessible data documentation for each volume) than others. The level of complexity for each analysis can vary widely depending on the utility's setup. As such, the low cost scenario describes each task cost for a straight-forward analysis with a "validation-ready" utility; the high cost scenario describes each task cost where there is higher complexity and more data Integrity investigations required, Table 2 outlines the low and high cost range for Tasks 2, 3, and 5. Please note that we have included a number of trips in Task 1 to attend and help facilitate the Water Loss Control Committee meetings, SBosT.ooooiYz-isoeaaii 23 Table 2: Low and High Cost Range for Water Loss Program Services (Revised following the Board Meeting) Tasks; . WSO Estimated Cost Range Tasks; Low High Water Loss Control Committee (Core activity to be funded by MWDOC) $32,200 Task 1 - Project Administration and Progress Reporting $1,672 Task 2 - Technical Assistance for Preparation of "Top-Down" Distribution System Water Audits $3,560 22 hrs, $6,620 40 hrs, Task 3 - Component Analysis: Volume and Value of Real and Apparent Losses $17j600 112 hrs. $29,700 192 hrs, Task 4 - Locate and Quantify Leaks 25 - 50 miles - $400/mlie 50-100 miles = $350/mil6 101+miles = $300/mile Task 6 - Report Preparation $4,200 30 hrs, $8,400 60 hrs. Note; Tasks 1 - 5 are Choice activities agencies can pick and choose from as needed. 6, Consultant'Representative: Relnhard Sturm 28067.00001\21605831,1 24