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HomeMy WebLinkAboutMunicipal Water District of Orange County - 2016-03-210&,,- � S •�q-u 4j Dept ID PW 16-011 Page 1 of 2 Meeting Date 3/21/2016 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE' 3/21/2016 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY. Fred A Wilson, City Manager PREPARED BY. Travis K Hopkins, PE, Director of Public Works SUBJECT: Approve Cost Sharing Agreement with the Municipal Water District of Orange Countv for Water Loss Control Technical Assistance Statement of Issue Submitted for City Council approval is a cost sharing agreement with the Municipal Water District of Orange County (MWDOC) for Water Loss Technical Assistance Financial Impact Funds in the amount of $48,672 are available in Water Fund business unit 50685806 (Water Use Efficiency) Recommended Action Approve and Authorize the City Manager to execute "Agreement for Sharing Consultant Costs" with Municipal Water District of Orange County for Water Loss Control Technical Assistance Alternative Action(s) Do not approve cost sharing agreement Analysis MWDOC has secured the services of Water Systems Optimizations, Inc to assist member agencies in identifying water losses within their systems MWDOC and its member agencies, including the City of Huntington Beach, have begun developing Urban Water Management Plans (UWMP) to be submitted to the California Department of Water Resources (DWR) by July 2016 A recent addition to the Urban Water Management Planning Act, SB 1420, requires water agencies to complete and report a distribution system water balance in the UWMP Additionally, pending legislation, Senate Bill 555, would require water agencies to submit a validated water balance to DWR annually This joint effort with MWDOC will help member agencies proactively address these new requirements The consultant will provide technical assistance for preparation of distribution system water audits, component analysis of the volume and value of real and apparent losses, help locate and quantify leaks, and prepare the necessary report(s) Environmental Status Not Applicable Public Works Commission Action: Not Applicable Item 5. - 1 14B -62- Dept ID PW 16-011 Page 2 of 2 Meeting Date 3/21/2016 Strategic Plan Goal Enhance and maintain Infrastructure Attachments) 1 Agreement for Sharing Consultant Costs HB -63- Item 5. - 2 AGREEMENT FOR SHARING CONSULTANT COSTS THIS AGREEMENT is made and entered into as of January 4, 2016, 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 El 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 hat programs called choice Member Agencies that they may elect toservices, which are services tparticipate Dn or not available to Memb ("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 Exhibit A may be periodically updated by letter agreement agreed to and executed by both of the Parties 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 28057 00001 \21505995 1 2 Cost Sharing Agreement 12 MWDOC shall makepayments the Consultant Agreement on a A colme ey of the Consultant basis per the terms o Consultant Agreement is attached as Exhibit B on 1 3 Each Participating Agency he Colnsr�itant dvide lurtl g the performancetlof the assistance requested y Consultant Agreement 14 Exhibit A is incorporated into this Agreement by reference and includes a separate attachment for each Participating Agency that includes the selected tasks, total eldphat1are speces ific Costs, anto each Participating any additional information and requirements Agency 1 5 Exhibit A may be updated as Member Agencies execute this Agreement and become Participating Partcg citing Agency and MWODCencies or pursuant to I agreement between a respectivep 2 Cost Sharing by Participating Agencies 21 MWDOC shall 2 1 1 Collect from each Participating A that sAgency upon execution of specific to each Paris ticipating pat rig Agreement the amount indicated in Exhibit Agency, which is the total cost of the selected WSO Services for each Participating Agency 21 2 Inform the Participating Agency or Agencies of any proposed extra work under the Consultant Agreement that would result in an increase in the ency he Pa icipating payments under this Agreement approve tWIDOC such extra wordktbeforertMWDOC will notify Agencies must ppove Consultant to proceed with the work 21 3 Prepare a final accounting and either distribute any remaining funds collected from Participating iExhibit A or issue a finalbill to the An Participatinggencies back to the Agencies consistent with heamounts Participating Agencies where there are funds due 22 Participating Agencies shall ull amount 2 2 1 Pay to MWDOC uponexecutithat is son of this Agrement hfParticipating indicated in Exhibit A specific to each respective 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 28057 00001\21505995 1 3 Cost Sharing Agreement Participating Agencies shall bear all costs associated with extra work they approves 3 Accounting 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 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 Notices to Parties If to 1 MWDOC Robert J Hunter, General Manager Municipal Water District of Orange County 18700 Ward St P O Box 20895 Fountain Valley, CA 92728 28057 00001 \21 505995 1 4 Cost Sharing Agreement 2 City of Anaheim City of Brea 4 City of Buena Park 5 East Orange County Water District 6 EI Toro Water District 7 Emerald Bay Services District City of Fountain Valley 9 City of Fullerton 10 City of Garden Grove Ti-Golden State Water Company 12 City of Huntington Beach Notices to Parties 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 El Toro Water District P O Box 4000 Laguna Hills, CA 92654 Mike Dunbar, General Manager Emerald Bay Services District 600 Emerald Bay I na Beach, CA 92651 Hall, City Managerof Fountain Valley0 Slater Avenuetain Valle , CA 92708 ld Hoppe, Director of Engineering of FullertonW Commonwealth Avenue rton, CA 92832-1775 Matthew Fertal, City Manager City of Garden Grove P O Box 3070 Garden Grove, CA 92842 Ke7Vecchiarelli, P E Orunty District Manager Goate Water Company 19orporate Way An,CA 92801 Fred Wilson, City Manager City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 28057 00001\21505995 1 5 Cost Sharing Agreement 13 Irvine Ranch Water District 14 City of La Habra 15 City of La Palma 16 Laguna Beach County Water District 17 Mesa Water District 18 Moulton Niguel Water District 19 City of Newport Beach 20 City of Orange 21 City of San Clemente 22 City of San Juan Capistr 23 City of Santa Ana Notices to Parties Paul Cook, General Manager Irvine Ranch Water District P O Box 57000 Irvine, CA 92619-7000 Don Hannah, City Manager City of La Habra P O Box 337 La Habra, CA 90633-0337 Dominic Lazzaretto, City Manager City of La Palma 7822 Walker Street La Palma, CA 90623 Renae Hinchey, General Manager Laguna Beach County Water District P O Box 987 Laguna Beach, CA 92652 Paul Shoenberger, General Manager Mesa Water District 1965 Placentia Avenue Costa Mesa, CA 92627-3420 Joone Lopez, General Manager Moulton Niguel Water District 27500 La Paz Road P O Box 30203 Laguna Niguel, CA 92607-0203 Dave Kiff, City Manager City of Newport Beach P O Box1768 Newport Beach, CA 92663 John Sibley, City Manager City of Orange P O Box 449 Orange, CA 92866 James Makshanoff, City Manager City of San Clemente 100 Avenida Presidio San Clemente, CA 92672 ano Karen Brust, City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 David Ream, City Manager City of Santa Ana P O Box 1988, M-24 Santa Ana, CA 92702 28057 00001\21505995 1 6 Cost Sharing Agreement Notices to Parties 24 Santa Margarita Water Dan Ferons, General Manager District Santa Margarita Water District P O Box 7005 Mission Viejo, CA 92690 25 City of Seal Beach Jill R Ingram, City Manager City of Seal Beach 211 8th Street Seal Beach, CA 90740 26 Serrano Water District Jerry Vilander, General Manager Serrano Water District 18021 Lincoln Street Villa Park, CA 92861-6446 27 South Coast Water District Andrew Brunhart, General Manager South Coast Water District 31592 West Street La una Beach, CA 92651 28 City of Tustin Jeffrey Parker, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 29 Trabuco Canyon Water Hector Ruiz, General Manager District Trabuco Canyon Water District 32003 Dove Canyon Drive Trabuco Canyon, CA 92679 Eddie Manfro, City Manager 30 City of Westminster City of Westminster 8200 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 Joint Drafting All parties have participated in the drafting of this Agreement The Agreement may be signed in counterpart to facilitate processing 28057 00001\21505995 1 7 Cost Sharing Agreement g. 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. 10. 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. Execution of Agreement by Parties 1. MWDOC�— Date By: Robert J Hunter`,,4enerd-1Manazrtr Municipal Water District of Orange County Approved as to Form: Date By - Joseph Byrne General Counsel 26057 00001121505995 1 8 Cost Sharing Agreement Execution of Agreement by Parties 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 By City Attorney 28057 00001\21505995 1 Cost Sharing Agreement Execution of Agreement by Parties 4 City of Buena Park Date By James Vanderpool, City Manager City of Buena Park Approved as to Form Date By City Attorney 5 East Orange County Water District Date By Lisa Ohlund, General Manager East Orange County Water District Approved as to Form Date By General Counsel 28057 00001 \21505995 1 10 Cost Sharing Agreement Execution of Agreement by Parties 6 El Toro Water District Date By Robert Hill, General Manager El Toro Water District Approved as to Form Date By General Counsel 7 Emerald Bay Date 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 Date By City Attorney 28057 00001 \21505995 1 11 Cost Sharing Agreement Execution of Agreement by Parties 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 By Scott C Stiles, City Manager City of Garden Grove Approved as to Form Date By City Attorney 11 Golden State Water Date Company B 28057 00001\21505995 1 12 Cost Sharing Agreement Execution of Agreement by Parties 12 City of Huntington Beach Date By Fred son, ity Manager City o untington Beach Approved as to Form Date .3 6 By City Attorney 13 Irvine Ranch Water Date District By Paul Cook, General Manager Irvine Ranch Water District Approved as to Form Date By General Counsel 28057 00001\21505995 1 13 Cost Sharing Agreement Execution of Agreement by Parties 7 147 4 City of La Habra Date By Jim Sadro, City Manager City of La Habra Approved as to Form Date By City Attorney 15 City of La Palma Date By Ellen Volmert, City Manager City of La Palma Approved as to Form Date By City Attorney 28057 00001\21505995 1 14 Cost Sharing Agreement Execution of Agreement by Parties 16 Laguna Beach County Water District Date By Renae Hinchey, General Manager Laguna Beach County Water District Approved as to Form Date By General Counsel 17 Mesa Water District I Date By Paul Shoenberger, General Manager Mesa Water District Approved as to Form Date By General Counsel 18 Moulton Niguel Water I District Date By Joone Lopez, General Manager Moulton Niguel Water District Approved as to Form Date By - General Counsel 28057 00001 \21505995 1 15 Cost Sharing Agreement Execution of Agreement by Parties 19 City of Newport Beach Date By Dave Kiff, City Manager City of Newport Beach Approved as to Form Date By City Attorney 20 City of Orange Date By Rick Otto, City Manager City of Orange Approved as to Form Date By City Attorney 28057 00001 \21505995 1 16 Cost Sharing Agreement Execution of Agreement by Parties 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 Capistrano By Keith Till, City Manager City of San Juan Capistrano Approved as to Form Date By City Attorney 28057 00001\21505995 1 17 Cost Sharing Agreement Execution of Agreement by Parties 23 City of Santa Ana Date By David Cavazos, City Manager City of Santa Ana Approved as to Form Date By City Attorney 24 Santa Margarita Water District Date By Dan Ferons, General Manager Santa Margarita Water District Approved as to Form Date By General Counsel 28057 00001 \21505995 1 18 Cost Sharing Agreement Execution of Agreement by Parties 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 By Jerry Vilander, General Manager Serrano Water District Approved as to Form Date By General Counsel 28057 00001 \21505995 1 19 Cost Sharing Agreement Execution of Agreement by Parties 27 South Coast Water 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 28057 00001 \21 505995 1 20 Cost Sharing Agreement Execution of Agreement by Parties 29 Trabuco Canyon Water District Date By Hector Ruiz, General Manager Trabuco Canyon Water District Approved as to Form Date By City Attorney 30 City of Westminster Date By Eddie Manfro, City Manager City of Westminster Approved as to Form Date By City Attorney 28057 00001 \21505995 1 2 Cost Sharing Agreement Execution of Agreement by Parties 31 Yorba Linda Water District Date By Marc Marcantonio, General Manager Yorba Linda Water District Approved as to Form Date By General Counsel 28057 00001 \21505995 1 22 Cost Sharing Agreement Exhibit A City of Huntington Beach Participating Agency: Cost Sheet for Selected Water Loss Control Services - from Water Systems Optimization, Inc. Tasks Selected Water Loss Control Services Task 1b & 1c — Project Administration and Progress Reporting i $1,672 Task 2 —Technical Assistance for Preparation of "Top -Down" Distribution System Water Audits $5,000 (Range = $3,560 - $6,620) Task 3 — Component Analysis Volume and Value of Real and Apparent Losses $24,000 (Range = $17,600 - $29,700) Task 4 — Locate and Quantify Leaks 25 — 50 miles = $400/mile Miles = 30 50 — 100 miles = $350/mile $12,000 101+ miles = $300/mile Task S — Report Preparation (Range = $4,200 - $8,400) $6,000 Total $48,672 This Cost Sheet may be updated upon mutual consent of the parties as indicated in writing Date �l� Date -3 —2/ — .2U By By 441k' Robert 1 Hunter, General Manager Print Name Fred Wilson Municipal Water District of Orange County Participating Agency City of Huntington Beach 28057 00001\21505995 1 23 Cost Sharing Agreement Exhibit B Consultant Agreement between MWDOC and Water Systems Optimization, Inc. Provided Separately 28057 00001\21505995 1 24 STANDARD AGREEMENT FOR CONSULTANT SERVICES This AGREEMENT for consulting services dated December3,2015, which includes all exhibits and attachments hereto, "AGREEMENT" is made on the last day executed below by and between MUNICIPAL WATER DISTRICT OPTIMIZATION,INC.NC NheYeinafterhereinafter eferredreferred as as DISTRICT, and, WATER SYSTEM including retail water agency "CONSULTANT" for water loss control system technical services, as SERuIC system audits, cod CONSULTANT are also referred to collectivelyonent analysis, and leak detection, hereinafter " the "SERVICES "' DISTRICT and "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 setorth in Exibit deschibed ,tBerein shall not and performed pwithoeut herein Tasks other than those specifically prior written approval of DISTRICT's General Manager g 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 ecurity tax, oWorkers' Compensation insurance, statlely responsible for the payment of e federal, state and local income tax, socialas an disability insurance, and any other taxes der federal, state orance Olo alb awANCONSULTANT is thus contractor, is responsible for paying benefits not eligible to receive workers' compensation, medical, indemnity r retirement herein, including but not limited to enrollment in CalPERS Unless, exp y provided ertime, vacation CONSULTANT is not eligible to receive ov, sick payONS a�Cemp olyl ees, or not represent or otherwise hold out itself or any of its directorss, officers, pand agents to be an agent or employee of DISTRICT CONSULTANT shall havethe methods, detaerforming the sole th llf e absolute discretion in b DISTRICT g CONSULTANT hallfurn furnish, at his/herown expense, all SERVICES required yccessful labor, materials, equipment and transportation y for the DISTRICT not h ve lanlynright to SERVICES to be performed under this 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 of SERVICES,that in the cess of hiring CONSULTANTOCoSductssuch employees who participate in the performance lawful screening of those employees (llgforlem'ted to, ployeesbwho p�ovnde SERVICES d checks and Megan's Law reviews) as are appropriate andstandard of the type contemplated by this Agreement C Changes in Scope of Work hics cy" set forth at I Pursuant to Section the of the DCode isAdministrative hed hereto as Exhibit "A"tand ncol incorporated herein sections 7100-7111 of the Administrative by this reference 28057 00001\21505831 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 compChange orders shall specify pr such work without an change in the budgeted amount for SERVICES. roved and signed change order Chang 11 TERM extend This AGREEMENT shallspecified edpinp Exhibit "Bmmence pon the or until tshallate of its execution and erminated on thirty (30) days notice as thereafter for thep p provided herein ►I► BUDGET FEES COSTS BILLING PAYMENT AND RECORDS A Budgeted Amou nt 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 og to comptheete the project within the agreed -upon Budgeted SERVICES within the Budgeted Amount lies with the Amount, but the obligation complete CONSULTANT B Fees Fees shall be billed per the terms and conditions and at the rates set forth on Exhibit the trm of the AGREEMENTthe "B" for the term of the AGREEMENT. effective, the ratese pecified in Exhibit "B" shalld continude to period for which the rates e 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 ember agency of the executed agreement exists SERVICES,tand CONSULTANT wilhe DISTRICT and the l DISTRICT only be paid cons stenttwthh the for the provision of such 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 et addressd and of thehall be person deemed to whommmunicnotices atdemandsed as of t or date of mailing If thename or 28057 00001\21505831 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 Bed Reinhardt Sturm Chief Operating Officer Director of Water Use Efficiency2g0 Division Street, Suite 311 18700 Ward Street, P 0 Box 20895 San Francisco, CA 94103 Fountain Valley, CA 92708 E Billing and Payment CONSULTANT's fees shall be billed by the 25t" day of the month and paid by DISTRICT on or before the 15th of the following invoices cm month onnection with the eWatercl_ossthe Control Peogramr number from the DISTRICT All i as set forth in Exhibit "B", must be specifictask to an individual DISTRICT member agency and must include a breakdown of services by ULTANT DISTRICT shall review and approve all invoices prior to paythe invoice e Ient CO gSested by agrees to submit additional supporting documentation to support DISTRICT If DISTRICT does not approve an invoice, DISTRICT shall send a notice to T may CONSULTANT setting forth the reason(s) defects identified in the DISTRICTnoticeTOheSevsedNnvo invoice re -invoice DISTRICT to cure the d portion of an invoice, will be treated as a new submittal If DISTRICT contests all or any p DISTRICT and CONSULTANT shall use their best efforts to resolve the contested portion of the invoice F Billing Records CONSULTANT shalt keep recorderofall SERVICES ERand shall make themllavapilable for review ursuant to this AGREEMENT for at least a period of se (7) years and audit if requested by DISTRICT IV DOCUMENTS below.ed All MATERIALS as defined in Para under this AGREEMENT shall be furnished foraph DISTRI ICT uponelated completion orRtelrCm naton of erforth 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 ovided otherwise in "B." In the event of notice to the other PARTY, except as pr 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 invoke to the DISTRICT, which shall on include neitheaPARTY wai es nd all non-cancelable mI of anysna nature owed by CONSULTANT at the time of termination, () DISTRICT may withhold whatsoever against the other for any breach d of this AGREEMENT, ()STRI resolution of the dispute, 125 percent of the estimated value of any p dDISTRICT and CONSULTANT consistent with the provisions of section Ill D above, an, (6) agree to exert their best efforts to expeditiously resolve any dispute between the PARTIES 28057 00001\21505831 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 no 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- 2B057 00001\21505831 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 00001\21505831 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 Vlll 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 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 00001\21505831 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 understanding —of _the—P-ARTIES,-_and—there--are--no—further—or--other--agreements- 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 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 A Robert Hunter, General Manager Municipal Water Distnct of Orange County 18700 Ward Street, P O Box 20895 Fountain Valley, CA 92708 (714) 963-3058 CONSULTANT ACCEPTANCE, Date 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 City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachea.gov Office of the City Clerk Joan L. Flynn, City Clerk March 23, 2016 Municipal Water District of Orange County Attn Robert J Hunter, General Manager 18700 Ward St P O Box 20895 Fountain Valley, CA 92728 Dear Mr Hunter Enclosed is one original of "Agreement for Sharing Consultant Costs" Upon complete execution, please return a copy to us Please mail the document to Joan L Flynn City Clerk 2000 Main Street Huntington Beach CA 92648 Your attention to this matter is greatly appreciated Sincerely, Joan L Flynn, CMC City Clerk JF pe Enclosure Sister Cities Anjo, Japan ♦ Wartakere, New Zealand