16-0104_MUNICIPAL WATER DISTRICT OF ORANGE COUNTY_Transmittal to MWDOC32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAx
www sanjuancapistrano. org
TRANSMITTAL
TO:
MWDOC
Attn: Robert J. Hunter, General Manager
PO Box 20895
Fountain Valley, CA 92728
DATE: January 7, 2016
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
KERRY K. FERGUSON
PAM PATTERSON, ESQ.
JOHN M. PERRY
DEREK REEVE
RE: Agreement for Sharing Consultant Cost for the Distribution System Water Loss Control
Technical Assistance Program
Two (2) original agreements are enclosed. Once the final signatures are received, please
return 1 original agreement to my attention at City of San Juan Capistrano, City Clerk's Office
at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675.
If you have questions concerning the agreement, please contact Noreen Swiontek,
Management Analyst at (949) 487-4307.
Cc: Noreen Swiontek, Management Analyst
San Juan Capistrano: Preserving the Past to Enhance the Future
04 Printed on 100% recycled paper
Choice Program Water Loss Control Agreement - DRAFT 10-27-15
AGREEMENT FOR SHARING CONSULTANT COSTS
THIS AGREEMENT is made and entered into as of 2015, by
and between the Municipal Water District of Orange County ("MWDOC") and
1. City of Anaheim
2. City of Brea
3. Buena Park
4. East Orange County Water District
5. EI Toro Water District
6. Emerald Bay Services District
7. City of Fountain Valley
8. City of Fullerton
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 Palma
15. Laguna Beach County Water District
16. Mesa Water District
17. Moulton 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 \21505995.1
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, technical 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 Core 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
Administration of Consultant 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 compliance 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 shall 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.
28057.00001 \21505995.1 2
Cost Sharing Agreement
1.3 Each Participating Agency shall provide all 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 Participating 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. Warranty and Indemnification
6. Notice
MWDOC shall use its best efforts in administering the Consultant Agreement,
but makes no representations, guarantees or warranties to the Participating
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 all
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 Participating Agencies to enforce such indemnity
obligations of WSO.
Any notice or communication required to be given under this Agreement shall
be in writing and effective when deposited, first class postage prepaid, with
the United States Postal Service addressed to the contracting Parties as
follows:
If to:
Notices to Parties
MWDOC Robert J. Hunter, General Manager
Municipal Water District of Orange County
18700 Ward St.
P.O. Box 20895
28057.00001 \21505995.1 4
Cost Sharing Agreement
2. City of Anaheim
3. City of Brea
4. City of Buena Park
5. East Orange County Water
District
6. EI Toro Water District
7
E:
E
Emerald Bay Services
District
City of Fountain Valley
City of Fullerton
10. City of Garden Grove
11. Golden State Water
Company
12. City of Huntington Beach
13. Irvine Ranch Water District
14. City of La Habra
28057.00001\21505995.1 5
Fountain Valley, CA 92728
Paul Emery, City Manager
City of Anaheim
City Hall East, 200 S. Anaheim Blvd,
Anaheim, CA 92805
Tom O'Donnell, City Manager
City of Brea
1 Civic Center Circle
Brea, CA 92821
Rick Warsinski, City Manager
City of Buena Park
6650 Beach Blvd.
Buena Park, CA 90622
Lisa Ohlund, General Manager
East Orange County Water District
185 N. McPherson Rd.
Orange, CA 92869
Robert Hill, General Manager
EI Toro Water District
P.O. Box 4000
Laguna Hills, CA 92654
Mike Dunbar, General Manager
Emerald Bay Services District
600 Emerald Bay
Laguna Beach, CA 92651
Bob Hall, City Manager
City of Fountain Valley
10200 Slater Avenue
Fountain Valley, CA 92708
Donald Hoppe, Director of Engineering
City of Fullerton
303 W. Commonwealth Avenue
Fullerton, CA 92832-1775
Matthew Fertal, City Manager
City of Garden Grove
P.O. Box 3070
Garden Grove, CA 92842
Ken Vecchiarelli, P.E.
Orange County District Manager
Golden State Water Company
1920 W. Corporate Way
Anaheim, CA 92801
Fred Wilson, City Manager
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Paul Cook, General Manager
Irvine Ranch Water District
P.O. Box 57000
Irvine, CA 92619-7000
Don Hannah, City Man
Cost Sharing Agreement
28057.00001 \21505995.1
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
Renae Hinchey, General Manager
Water District
Laguna Beach County Water District
P.O. 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. Moulton Niguel Water
Joone Lopez, General Manager
District
Moulton 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
James Makshanoff, City Manager
21. City of San Clemente
City of San Clemente
100 Avenida Presidio
San Clemente, CA 92672
Keith Till, Interim City Manager
22. City of San Juan Capistrano
City of San Juan Capistrano
32400 Paseo Adelanto
Juan Capistrano, CA 92675
_San
David Ream, City Manager
23. City of Santa Ana
City of Santa Ana
P.O. Box 1988, M-24
Santa Ana, CA 92_702
24. Santa Margarita Water
_
Dan Ferons, General Manager
District
Santa Margarita Water District
P.O. Box 7005
Mission Viejo, CA 92690
Jill R. Ingram, City Manager
25. City of Seal Beach
City of Seal Beach
211 8`h Street
Seal Beach, CA 90740
26. Serrano Water District Jerry Vilander, General Manager
Serrano Water District
18021 Lincoln Street
Villa Park, CA 92861-6446
28057.00001 \21505995.1
Cost Sharing Agreement
27. South Coast Water District
28. City of Tustin
29. Trabuco Canyon Water
District
30. City of Westminster
31. Yorba Linda Water District
7. Jurisdiction and Venue
Andrew Brunhart, General Manager
South Coast Water District
31592 West Street
Laguna Beach, CA 92651
Jeffrey Parker, City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Hector Ruiz, General Manager
Trabuco Canyon Water District
32003 Dove Canyon Drive
Trabuco Canyon, CA 92679
Eddie Manfro, City Manager
City of Westminster
8200 Westminster Blvd.
Westminster, CA 92683
Marc Marcantonio, General Manager
Yorba Linda Water District
1717 E. Miraloma
Placentia, CA 92870
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. Counterparts 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. All 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. Severabilit
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 warranties, 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
1. MWDOC
Execution of Agreement by Parties
Date
By:
Robert J. Hunter, General 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
0
28057.00001 \21505995.1
Cost Sharing Agreement
4. City of Buena Park
5. East Orange County
Water District
6. EI Toro Water District
By:
City Attorney
Date
By:
James Vanderpool, City Manager
City of Buena Park
Approved as to Form:
Date
By:
City Attorney
Date
By:
Lisa Ohlund, General Manager
East Orange County Water District
Approved as to Form:
Date
By:
General Counsel
Date
By:
Robert Hill, General Manager
EI Toro Water District
Approved as to Form:
Date
By:
28057.00001\21505995.1 10
Cost Sharing Agreement
28057.00001 \21505995.1 11
General Counsel
Date
7, Emerald Bay
Services District
By:
Mike Dunbar, General Manager
Approved as to Form:
Date
By:
General Counsel
8. City of Fountain
Valley
Date
By:
Bob Hall, City Manager
City of Fountain Valley
Approved as to Form:
Harper & Burns LLP
Date
By:
Collin Burns
Arrorne s for the Cit
9. City of Fullerton
Date
By:
Donald Hoppe, Director of Engineering
City of Fullerton
Approved as to Form:
Date
By:
City Attorney
10. City of Garden Grove
Date
28057.00001 \21505995.1 11
Cost Sharing Agreement
11. Golden State Water
Company
12. City of Huntington
Beach
13. Irvine Ranch Water
District
Scott C Stiles, City Manager
City of Garden Grove
Approved as to Form:
Date
By:
City Attorney
Date
By:
Date
By:
Fred Wilson, City Manager
City of Huntington Beach
Approved as to Form:
Date
By:
City Attorney
Date
By:
Paul Cook, General Manager
Irvine Ranch Water District
Approved as to Form:
Date
By:
General Counsel
14. City of La Habra I Date
28057.00001 \21505995.1 12
Cost Sharing Agreement
15. City of La Palma
Jim Sadro, City Manager
City of La Habra
Approved as to Form:
Date
By:
City Attorney
Date
By:
Ellen Volmert, City Ma
City of La Palma
Approved as to Form:
Date
By:
City Attorney
16. Laguna Beach
County Water District Date
17. Mesa Water District
By:
Renae Hinchey, Gene
Laguna Beach County
Approved as to Form:
Date
By:
General Counsel
Date
By:
Paul Shoenberger, Ge
Mesa Water District
proved as to Form:
28057.00001 \21505995.1 13
Cost Sharing Agreement
18. Moulton Niguel Water
District
19. City of Newport
Beach
20. City of Orange
Date
By:
General Counsel
Date
By:
Joone Lopez, General Manager
Moulton Niguel Water District
Approved as to Form:
Date
By:
General Counsel
Date
By:
Dave Kiff, City Manager
City of Newport Beach
Approved as to Form:
Date
By:
City Attorney
Date
By:
Rick Otto, City Manager
City of Orange
Approved as to Form:
Date
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 Date k1b =r�
Capistrano ' /
23. City of Santa Ana
By;
Keith Tilf, Interim City Manager
City of San Juan Capistrano
Approved as to Form;
Date D2LCYYIr ��Ji Lj�'
City Attorney
Date
By:
David Cavazos, City Manager
City of Santa Ana
Approved as to Form:
Date
By:
n
28057.00001 \21505995.1 15
Cost Sharing Agreement
24. Santa Margarita
Water District
25. City of Seal Beach
26. Serrano Water
District
1 27. South Coast Water
28057.00001 \21505995.1
Date
By:
Dan Ferons, General Manager
Santa Margarita Water District
Approved as to Form:
Date
By:
General Counsel
Date
By:
Jill R. Ingram, City Manager
City of Seal Beach
Approved as to Form:
Date
By:
City Attorney
Date
By:
Jerry Vilander, General Manager
Serrano Water District
Approved as to Form:
Date
By:
General Counsel
16
Cost Sharing Agreement
District 1 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 P
City of Westminster
Approved as to Forr
Date
By:
City Attorney
31. Yorba Linda Water
District I Date
By:
Marc Marcantonio, I
Yorba Linda Water
Approved as to Forr
Date
By:
General Counsel
28057.00001 \21505995.1 18
Estimated Cost Ranges for Water Loss Control Task
Tasks:
WSO Estimated Cost Range
Low
High
City Needs
Task 1 — Project Administration, Reporting, and
$1,672
$1,672
Water Loss Control Committee Coordination
$1,672
Task 2 - Technical Assistance for Preparation
of "Top -Down" Distribution System Water
$3,560
$6,620
Audits
$6,620
Task 3 — Component Analysis: Volume and
$17,600
$29,700
Value of Real and Apparent Losses
$17,600
25 — 50 miles = $400/mile
na
Task 4 — Locate and Quantify Leaks
50 —100 miles = $350/mile
101+ miles = $300/mile
Task 5 — Report Preparation
$4,200 $8,400
$8,400
Total
$27,0321 $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."' DISTRICT and CONSULTANT are also referred to collectively herein as the
"PARTIES" and individually as "PARTY". The PARTIES agree as follows:
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 eligible 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 shall 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
1 Pursuant to Section 8002 of the District's Administrative Code, the District's "Ethics Policy" set forth at
sections 7100-7111 of the Administrative Code is attached hereto as Exhibit "A" and incorporated herein
by this reference.
28057.00001 \21505831.1 Exhibit B
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, PAYMENT AND RECORDS
A. Budgeted Amount for SERVICES
CONSULTANT is expected to complete all SERVICES within the Budgeted 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
Fees shall 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 this _AGREEMENT 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
shall 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
28057.00001121505831.1
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:
Municipal Water District of Orange County Water Systems Optimization, Inc.
Joseph M. Berg Reinhardt Sturm
Director of Water_ Use_Efficiency Chief Operating Officer
18700 Ward Street, P.O. Box 20895 290 Division Street, Suite 311
Fountain Valley, CA 92708 San Francisco, CA 94103
E. Billing and Payment
CONSULTANT's fees shall be billed by the 2Vday 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 all 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 shall 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 shall 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) all 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 all 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.
28057.00001 \21605831.1
VI INSURANCE REQUIREMENTS
CONSULTANT shall obtain prior to commencing work and maintain in force and effect
throughout the term of this AGREEMENT, all 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 all 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 shall 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 shall 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 liability 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 liability ($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) shall 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 -
28057.00001121505831.1
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
shall 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 shall 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
shall 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 shall deliver the renewal certificate(s) including the general liability additional
insured endorsement to DISTRICT at least ten (10) days prior to the expiration date.
VII INDEMNIFICATION
To the fullest extent permitted by applicable law, CONSULTANT shall 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, all claims and demands of all 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 shall 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 shall 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
28057.00001121505831.1
volunteers, or a member agency of DISTRICT, its officers, Directors and employees and
authorized volunteers, with legal counsel reasonably acceptable to DISTRICT, and shall 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 shall 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 all such suits, actions, or other legal proceedings.
CONSULTANT shall 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 shall 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 file 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 Ethic's Policy current at the time of the action is grounds for
termination of this AGREEMENT. The Ethics 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 shall 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 expense, 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 shall 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
28057.00001121505831.1
Only those SERVICES, materials, administrative, overhead and travel expenses
specifically 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 of Confidential Materials
CONSULTANT shall be responsible 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 shall 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
shall 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. Such 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.
XII 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 shall become the property of DISTRICT upon completion or
termination of the Project. CONSULTANT hereby assigns all 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
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 extent 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 intellectual property rights, including, but not limited to,
copyrights, in all deliverables and other works prepared by the CONSULTANT under this
agreement. CONSULTANT shall, and shall 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 all 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 Addenda, contains the entire
under -standing.- .of --the _PARTIES, - and -there --are no- further or other agreements - or -
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 shall 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 or proceeding, such costs,
expenses, including those of expert witnesses and attorneys' fees, shall be included as part of
this judgment.
8
28057.00001 \21505831.1
IN WITNESS WHEREOF, the PARTIES have hereunto affixed their names as of the day
and year thereinafter, which shall be and is the effective date of this AGREEMENT.
Robert Hunter, General Manager
Municipal Water District of Orange County
18700 Ward Street, P.O. Box 20895
Fountain Valley, CA 92708
(714) 963-3058
9
CONSULTANT ACCEPTANCE:
Date '12 — O 3 —
Reinhardt Sturm, Chief Operating Officer
Water Systems Optimization, Inc.
290 Division Street, Suite 311
San Francisco, CA 94103
Phone: (415) 538-8641
Tax I. D. # 75-3055233
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EXHIBIT "A"
ETHICS POLICY §7100-§7111
§7100 PURPOSE
The policy of MWDOC is to maintain the highest standards of ethics from its Board members,
officers and employees (all shall 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 MEMBERS
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 paper or in electronic form. Employees shall
safeguard MWDOC property, equipment, monies, and assets against unauthorized use or
removal, as well as from loss 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
All MWDOC 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 financially 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.
10
28057.00001121505831.1
13j�
i
MWDOC employees who are not designated employees under MWDOC's Conflict of Interest
Code shall 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 shall 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 nongovernmental 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 shall 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 foreseeably 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 shall 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, shall 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
28057.00001 \21505831.1
§7105 PERSONS OR COMPANIES REPORTING GIFTS
All persons and companies doing business with MWDOC, with the exception of public
agencies, shall 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 fulfill 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.
§7109 -VIOLATION-OF POLICY - ST -AFF AND STAFF --OFFICERS -
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;
12
28057,00001 \21505831.1
§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.
13
28067.00001\21505831,1
EXHIBIT "B"
SCOPE OF WORK, TERMS OF AGREEMENT
AND TERMS AND CONDITIONS FOR BILLING
Company:
Water Systems Optimization, Inc.
Name:
Reinhard Sturm
Address:
290 Division Street, Suite 311
Assoc. Project Manager
San Francisco, CA 94103
Phone:
(415) 538-8641
Tax I.D. #
75-3055233
Term — Commencement December 1, 2015. Termination on December 31, 2016.
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 25th 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 Restriction. 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.
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
28057.00001121505831.1
Task 1—Water Loss Control Committee Coordination, Project Administration & Reporting
Task 1a — 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 input, schedule the meetings, prepare meeting agendas,
steer the WLCC toward goal outcomes, share background information and additional resources, prepare
meeting notes and keep track of action items identified during these meetings. Figure 1 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
participants PARTI CI-
WSO MWDOC ...................... PAYING ..
AGENCIES
'•
agenda discussion and consensus tracking &reporting meetings to confer on meetings to share
items on purpose, visions & of technical water audit experiences, findings, next steps,
goals assistance program challenges, and best and evaluations of
progress practices program
effectiveness
.............................. ........................ ....................................... .......... .......... ........ ................ I ......
.... E
program start program completion
Figure 1: Summary of WLCC Activity
Task 1a & 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 all 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
28057,00001 \21505831.1
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 -meeting 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. water lass performance indicators and coaching in how to interpret 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 is 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
16
28057.00001121505831.1
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.
.- u..%. .. a.4. .— o.%. o.a. 0.4. .. u
Background Leakage
Unreported and un -detectable using
traditional amusticequipment.
Tools
• Pressure Reduction
• Main and service replacement
• Reduction in the number of joints and fittings
Figure 2: Real Loss Components2
Unreported Leakage
Often does not surface but is detectable
using traditional acausticequipment.
Tools
• Pressure Reduction
• Main and service replacement
• Reduction in the number ofjoints and fittings
• Proactive Leak Detection
Determination of Background Leakage
surface
Reported Leakage
Often surfaces and is reported by public
orutility workers.
Tools
• Pressure Reductlon
• Main and service replacement
• Optimized repair time
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 for the 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
28057.00001\21505831.1
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:
Real Loss Components Volume Determination 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
S. Identification of real loss intervention strategies
Real Loss Tracking and 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
Task 3-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
subcomponents (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
28057.00001 \21505831.1
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 -registration 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 -
registration, 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 "G") 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 normal
contact pints are not available. 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
28057.00001 \21505831.1
A detailed report of decibel levels at suspected leak sound locations and observations will be compiled
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.
All 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 project progress and lea k- detection -results with -our clients: This will allow the member 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
estimated completion, number and 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).
20
28057.00001121505831.1
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 Detection Services Tracking a
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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.
21
28057.00001\21505831.1
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 will 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 outcomes 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
Reinhard Sturm Paul Johnson
Chief Operations Officer VP Nashville Office
Figure 5: WSO Organizational Chart
22
28057.00001121505831.1
Kate Gasner
Director of Water & Energy
Efficiency
Kriswilliams
Lucy Andrews William Elman Roy Benjamin
Kevin Burgers
Project Manager
Project Manager Project Manager Project Manager
Project Manager
Team of 7 Fleld Techniclans & Leak Detection
Specialksts
Figure 5: WSO Organizational Chart
22
28057.00001121505831.1
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.
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.
23
28057.00001 \21505831.1
togs
zois
TASK. PROGRAM ELEMENT
target daadllna
q4
Q1 QZ 03 Q4
PROTECT ADMINISTRATION
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April Z016
3 COMPONENT ANALYSIS
October=6
4 LEAK DETECTION
October 2016
S REPORT PREPARATION
Decernber2016
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.
23
28057.00001 \21505831.1
Table 2: Low and High Cost Range for Water Loss Program Services
(Revised following the Board Meeting) _
Tasks: WSO Estimated Cost Ran
Low I H_ i h
Water Loss Control Committee (Core activity to be $32,200
funded by MWDOC)
Task 1 — Project Administration and Progress $1,672
Reporting
Task 2 — Technical Assistance for Preparation of
"Top -Down" Distribution System Water Audits
Task 3 — Component Analysis: Volume and Value
of Real and Apparent rent Losses
Task 4 — Locate and Quantify Leaks
Task 5 — Report Preparation
$3,560 $6,620
_22 hrs. 40 hrs.
$17,600 $29,700
112 hrs. 192 hrs.
25 — 50 miles = $400/mile
50 —100 miles = $350/mile
101+ miles = $300/mile
$4,200 $8,400
30 hrs. T_ 60 hrs.
Note: Tasks 1 — 5 are Choice activities agencies can pick and choose from as needed.
6. Consultant Representative: Reinhard Sturm
24
28057.00001 \21505831.1