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HomeMy WebLinkAboutC-7965-2 - Agreement for Sharing Consultants Costs for 2025 Urban Water Management PlansAGREEMENT FOR SHARING CONSULTANT COSTS FOR 2025 URBAN WATER MANAGEMENT PLANS This AGREEMENT is made and entered into as of, 2025, by and between 1) City of Buena Park 2) City of Fullerton* 3) City of Garden Grove 4) City of La Palma 5) City of Orange 6) City of Seal Beach 7) City of Tustin 8) City of Westminster 9) Yorba Linda Water District 10) East Orange County Water District 11) City of Anaheim* 12) City of Fountain Valley 13) City of Newport Beach 14) City of Santa Ana* 15) City of Huntington Beach 16) Mesa Water District 17) City of San Clemente 18) Santa Margarita Water District 19) South Coast Water District 20) Trabuco Canyon Water District 21) Laguna Beach County Water District 22) City of Brea 23) City of La Habra (collectively "Participating Agencies" and individually "Participating Agency") and the Municipal Water District of Orange County ("MWDOC"). The Participating Agencies and MWDOC are collectively referred to as "Parties." RECITALS WHEREAS, under California Water Code section 10621(a), the Participating Agencies are required to update their respective Urban Water Management Plan ("UWMP") at least once every five years; and WHEREAS, the 2025 UWMP's shall be updated and submitted to the California Department of Water Resources ("DWR") by July 1, 2026; and WHEREAS, each Participating Agency has the responsibility to prepare a separate 2025 UWMP for submission by July 1, 2026; and * Participating Agency pursuant to separate Master Agreement with MWDOC. 1 Cost Sharing Agreement for 2025 UWMP WHEREAS, the Participating Agencies share many water supply characteristics, including water sources, regional water management agencies, location, climate history, and demographics; and WHEREAS, pursuant to California Water Code section 10620, subdivision (d)(3), the Participating Agencies wish to coordinate the preparation of their 2025 UWMPs in the interest of reducing preparation costs; and WHEREAS, the Participating Agencies and MWDOC desire to cooperate with each other to obtain economies of scale and thereby reduce preparation costs for each of the Participating Agencies; and WHEREAS, MWDOC and the Participating Agencies have jointly prepared and agreed to a Scope of Work that was incorporated into a Request for Proposals. In response, two consulting firms submitted proposals which were reviewed by a panel comprised of representatives of MWDOC and several Participating Agencies and which resulted in the selection of Carollo Engineers, Inc. ("Consultant") as the consultant to prepare UWMPs for the Participating Agencies (the "Work"); and WHEREAS, MWDOC and its staff are willing to coordinate this process, including the preparation and administration of a professional services agreement with the Consultant; and the administration of the cost sharing provisions of this Agreement; NOW, THEREFORE, in consideration of the payment of money as set forth below and the mutual promises of the Parties hereto, it is agreed: 1. Enaaaement of Consultant and Administration of Consultant Aareement 1.1 MWDOC shall award a professional services agreement for the work identified in the Request for Proposals to Consultant ("Consultant Agreement"). MWDOC shall use its standard professional services agreement form for the Consultant Agreement with minor negotiated deviations permitted by MWDOC General Manger and Legal Counsel and require appropriate types and limits of insurance coverage. Each CGL policy shall identify MWDOC and its directors, officers, agents, employees, attorneys, consultants and authorized volunteers, the Participating Agencies and their respective directors, officials, officers, agents, employees, attorneys, consultants and authorized volunteers, as additional insureds, or be endorsed to identify these parties as additional insureds using a form acceptable to MWDOC. The Consultant Agreement will require the Consultant's insurer(s) to waive all rights of subrogation against MWDOC and its directors, officers, agents, employees, attorneys, consultants and authorized volunteers, and the Participating Agencies and their respective directors, officials, officers, agents, employees, attorneys, consultants and authorized volunteers. The Consultant Agreement will require Consultant to ensure that its sub -consultants, if any, provide similar insurance coverage. Cost Sharing Agreement for 2025 UWMP 1.2 MWDOC shall coordinate all aspects of the proposed work with Consultant and communicate with each Participating Agency, regularly and upon request of the Participating Agency, regarding the status and substance of its 2025 UWMP. 1.3 MWDOC shall withhold the final payment until such time as every Participating Agency has notified MWDOC that it is satisfied with the final UWMP prepared for it by Consultant. 1.4 Each Participating Agency shall, within a reasonable timeframe, provide all documents, information and assistance requested by the selected contractor during the performance of the Consultant Agreement. 1.5 Each Participating Agency acknowledges that costs may fluctuate as DWR releases the Draft UWMP Guidebook and participating agencies decide whether or not to participate. 2. Cost Sharina by Participatina Aaencies 2.1 MWDOC shall: 2.1.1 Collect from each Participating Agency upon execution of this Agreement the full amount of the Participating Agency's proportionate share of the total cost of the Work as described in the Contractor's proposal, which is in Exhibits A and B. 2.1.2 Inform each Participating Agency of any proposed additional work under the Consultant Agreement that relates to preparation of that Participating Agency's 2025 UWMP and that would result in an increase in that Participating Agency's payment under this Agreement. MWDOC andthe affected Participating Agency must both first approve such additional work in writing before MWDOC will notify Consultant to proceed with the work. Exhibit B includes each Participating Agency's base cost with elected additional items and may be updated pursuant to this section. Exhibit B will be incorporated into this Agreement by this reference, subject to any approved updates. 2.1.3 Be responsible for making progress payments directly to Consultant from funds paid to MWDOC by Participating Agencies (see section 1.3) for approved additional work. 2.1.4 Prepare a final accounting and either distribute any remaining funds collected from the Participating Agencies back to the Participating Agencies or issue a final bill to Participating Agencies if there are funds due. 2.2 Each Participating Agency shall: 2.2.1 Pay to MWDOC upon execution of this Agreement the full amount of the 3 Cost Sharing Agreement for 2025 UWMP Participating Agency's proportionate share of the total cost of the Work as described in the Contractor's proposal, which is in Exhibit A. 2.2.2 Pay to MWDOC, upon approval of any additional work under the Consultant Agreement that relates to preparation of its 2025 UWMP, the full amount owed for the approved additional work. Each Participating Agency shall bear all costs associated with extra work it approves, described within Exhibits A and B, incorporated into this Agreement by reference. 3. Accountina Upon request of any Participating Agency, MWDOC will provide copies of the selected Consultant's invoices and MWDOC's payment records. 4. Independent Contractor Any consultant engaged by MWDOC on behalf of the Participating Agencies as contemplated in this Agreement will not be a party to this Agreement and will not be an employee or agent of MWDOC or any of the Participating Agencies, either as a result of this Agreement or as a result of a professional services agreement between MWDOC andthe Consultant. Any consultant engaged as contemplated in this Agreement will be an independent contractor to MWDOC. 5. Warranty, Indemnification and Defense 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 Consultant pursuant to the Consultant Agreement. All losses or liabilities resulting 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 any work contemplated by this Agreement shall be subject to the indemnification described in this section. Each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed or occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No Party, nor any officer, board member, employee or agent thereof, shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Parties hereto, their officers, board members employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to any other Parties under this Agreement. 4 Cost Sharing Agreement for 2025 UWMP 6. Notice 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: Notice to Parties If to: 1. MWDOC Harvey De LaTorre, General Manager Municipal Water District of Orange County 18700 Ward St. Fountain Valley, CA 92708 2. City of Buena Park Aaron France, City Manager City of Buena Park 6650 Beach Blvd. Buena Park, CA 90622 3. City of Fullerton Pursuant to Master Agreement 4. City of Garden Grove Lisa Kim, City Manager City of Garden Grove P.O. Box 3070 Garden Grove, CA 92842 5. City of La Palma Michael Egan, Interim City Manager City of La Palma 7822 Walker Street La Palma, CA 90623 6. City of Orange Jarad Hildenbrand, City Manager City of Orange P.O. Box 449 Orange, CA 92866 7. City of Seal Beach Patrick Gellegos, City Manager City of Seal Beach 211 8th Street Seal Beach, CA 90740 8. City of Tustin Aldo Schindler, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 9. Yorba Linda Water Mark Toy, General Manager District Yorba Linda Water District 1717 E. Miraloma Avenue Placentia, CA 92870 10. City of Westminster Christine Cordon, City Manager City of Westminster 8200 Westminster Blvd. Westminster, CA 92683 Cost Sharing Agreement for 2025 UWMP 11. East Orange County David Youngblood, General Manager Water District East Orange County Water District 185 N. McPherson Rd. Orange, CA 92869 12. City of Anaheim Pursuant to Master Agreement 13. City of Fountain Valley Ted Bui, Mayor City of Fountain Valley 10200 Slater Avenue Fountain Valley, CA 92708 14. City of Newport Beach Grace Leung, City Manager City of Newport Beach P.O. Box 1768 Newport Beach, CA 92663 15. City of Santa Ana Pursuant to Master Agreement 16. City of Huntington Beach Howard Johnson, Utilities Manager City of Huntington Beach 19001 Huntington Street Huntington Beach, CA 92648-2211 17. Mesa Water District Paul Shoenberger, General Manager Mesa Water District 1965 Placentia Avenue Costa Mesa, CA 92627-3420 18. City of San Clemente Andy Hall, City Manager City of San Clemente 100 Avenida Presidio San Clemente, CA 92672 19. Santa Margarita Water Robert Grantham, General Manager District Santa Margarita Water District 26111 Antonio Pkwy Ranch Santa Margarita, CA 92688 20. South Coast Water District Rick Shintaku, General Manager South Coast Water District 31592 West Street Laguna Beach, CA 92651 21. Trabuco Canyon Water Fernando Paludi, General Manager District Trabuco Canyon Water District 32003 Dove Canyon Drive Trabuco Canyon, CA 92679 Cost Sharing Agreement for 2025 UWMP 22. Laguna Beach County Keth Van Der Maaten, General Manager Water District Laguna Beach County Water District 306 31 Street Laguna Beach, CA 92651 23. City of Brea Kristin Griffith, City Manager City of Brea 1 Civic Center Circle Brea, CA 92821 24. City of La Habra Jim Sadro, Executive Director City of La Habra P.O. Box 337 La Habra, CA 90633-0337 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. 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. 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. Term This Agreement shall commence upon the date of the earliest execution by any Participating Agency below and shall extend thereafter through the completion of all work product generated by the Consultant and delivered to MWDOC and to each Participating Agency. The scheduled completion date by the Consultant is July 1, 2026. MWDOC shall issue a Notice of Completion to all Participating Agencies upon close-out of the Consultant Agreement. Notwithstanding anything to the contrary in this Section 10, this Agreement may be terminated earlier by MWDOC in its discretion upon or after termination of the Consultant Agreement. 7 Cost Sharing Agreement for 2025 UWMP 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 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. Municipal Water District of Orange Date: -7 County /'O� �'" ///-� By: � Harve be L orre, General Manager Municipal Water District of Orange County Approved as to Form: Date: ( 2 By: Joseph -Byrne. VVkT1M I;/. ffk� ql l General Counsel 2. City of Buena Park Date: By: Aaron France, City Manager City of Buena Park Approved as to Form: tJ Cost Sharing Agreement for 2025 UWMP Date: By: City Attorney 3. City of Garden Grove Date: By: Lisa Kim, City Manager City of Garden Grove Approved as to Form: Date: By: City Attorney 4. City of La Palma Date: By: Michael Egan, Interim City Manager City of La Palma Approved as to Form: Date: By: City Attorney R Cost Sharing Agreement for 2025 UWMP 5. City of Orange I Date: Jarad Hildenbrand, City Manager City of Orange Approved as to Form: Date: By: City Attorney 6. City of Seal Beach Date: By: Patrick Gallegos, City Manager City of Seal Beach Approved as to Form: Date: By: City Attorney 7. City of Tustin Date: By: Aldo Schindler, City Manager City of Tustin 10 Cost Sharing Agreement for 2025 UWMP Approved as to Form: Date: By: City Attorney 8. Yorba Linda Water District I Date: Richard Mark Toy, General Manager Yorba Linda Water District Approved as to Form: Date: By: District Counsel 9. City of Westminster Date: By: Christine Cordon, City Manager City of Westminster Approved as to Form: Date: By: City Attorney 11 Cost Sharing Agreement for 2025 UWMP 10. East Orange County Water District 11. City of Fountain Valley 12. City of Newport Beach Date: By: David Youngblood, General Manager East Orange County Water District Approved as to Form: Date: By: District Counsel Date: By: Ted Bui, Mayor City of Fountain Valley Approved as to Form: Date: By: Attorney for the City Date: By:c4 & Grace K. Leung, City Ma ager City of Newport Beach 12 Cost Sharing Agreement for 2025 UWMP Attest: Date: Approved as to Form: Date: `%II l By - By: i• - 4 / A41on C. Harp, Cit ' Attorney Molly Perry, Interi , City Cle City of Newport Beach 13. City of Huntington Beach a municipal corporation of the State of California 1� 14. Mesa Water District Date: By: Pat Burns, Mayor City of Huntington Beach Date: By: Lisa Lane Barnes, City Clerk Approved as to Form: Date: By: Michael Vigliotta, City Attorney Date: By: Paul Shoenberger, General Manager Mesa Water District Approved as to Form: 13 Cost Sharing Agreement for 2025 UWMP Date By: _ District Counsel 15. City of San Clemente Date: By: Andy Hall, City Manager City of San Clemente Approved as to Form: Date: By: Elizabeth A. Mitchell, City Attorney 16. Santa Margarita Water District Date: go Robert Grantham, General Manager Santa Margarita Water District Approved as to Form: Date: go District Counsel 14 Cost Sharing Agreement for 2025 UWMP 17. South Coast Water District 18. Trabuco Canyon Water District 19. Laguna Beach County Water District Date: By: Rick Shintaku, General Manager South Coast Water District Approved as to Form: Date: By: District Counsel Date: By: Fernando Paludi, General Manager Trabuco Canyon Water District Approved as to Form: Date: By: District Counsel Date: By: Keith Van Der Maaten, General Manager Laguna Beach County Water District 15 Cost Sharing Agreement for 2025 UWMP Approved as to Form: Date: By: District Counsel 20. City of Brea Date: By: Kristin Griffith, City Manager City of Brea Approved as to Form: Date: By: City Attorney 21. City of La Habra Date: By: Jim Sadro, City Manager City of La Habra Approved as to Form: Date: By: City Attorney MT Cost Sharing Agreement for 2025 UWMP EXHIBIT A Consultant Agreement 17 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B AGREEMENT FOR CONSULTANT SERVICES This AGREEMENT for consulting services dated August 4, 2025, 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, CAROLLO ENGINEERS, INC. hereinafter referred to as "CONSULTANT" for Preparation of 2025 Urban Water Management Plans, 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: I PURPOSE AND SCOPE OF WORK A. Consulting Work DISTRICT hereby contracts with CONSULTANT to provide general or special SERVICES, as more specifically set forth in Exhibit "B" attached hereto and incorporated herein, and in coordination with "PARTICIPATING AGENCIES", as more specifically set forth in Exhibit "C"2. 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 CaIPERS. 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. ' 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. 2 The PARTIES acknowledge that the list of PARTICIPATING AGENCIES as set forth in Exhibit "C" is subject to modification by addendum. 55401.00000\43859268.1 DRAFT 06/06/25 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B C. Changes in Scope of Work 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. D. Standard of Care. CONSULTANT shall perform the services required hereunder in accordance with the prevailing engineering standard of care by exercising the skill and ability ordinarily required of engineers performing the same or similar services, under the same or similar circumstances, in the State of California. E. DISTRICT Provided Information and Services. The DISTRICT shall furnish CONSULTANT available studies, reports and other data pertinent to CONSULTANT's services; obtain or authorize CONSULTANT to obtain or provide additional reports and data as required; furnish to CONSULTANT services of others required for the performance of CONSULTANT's services hereunder, and CONSULTANT shall be entitled to use and rely upon all such information and services provided by the DISTRICT or others in performing CONSULTANT's services under this AGREEMENT. F. Estimates and Projections. CONSULTANT has minimal control over the cost of labor, materials, equipment or services furnished by others, over the incoming water quality and/or quantity, or over the way the DISTRICT's plant and/ or associated processes are operated and/or maintained. Data projections and estimates are based on CONSULTANT's opinion based on experience and judgment. CONSULTANT cannot and does not guarantee that actual costs and/or quantities realized will not vary from the data projections and estimates prepared by CONSULTANT and CONSULTANT will not be liable to and/or indemnify the DISTRICT and/or any third party related to any inconsistencies between CONSULTANT's data projections and estimates and actual costs and/or quantities realized by the DISTRICT and/or any third party in the future. TERM This AGREEMENT shall commence upon the date of its execution and shall extend thereafter for the period specified in Exhibit "B" or, if no time is specified, 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 expending and 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 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B 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. 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 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 Carollo Engineers, Inc. Harvey De La Torre Inge Wiersema, PE, ENV SP General Manager Water Resources Practice Director, 18700 Ward Street, P.O. Box 20895 Senior Vice President Fountain Valley, CA 92708 707 Wilshire Boulevard, Suite 3920 Los Angeles, CA 90017 D. Billing and Payment CONSULTANT's fees shall be billed by the 25th day of the month for the previous month's activities. Invoices received by the 25th day of the month will be paid by DISTRICT by the end of the following month. Invoices shall reference the Purchase Order number from DISTRICT. 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. E. 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 3 5 5401.00000 \43 8 S 926 8.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B 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 for services performed and due under this AGREEMENT on 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. 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 in accordance with applicable law. 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 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B 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, the PARTICIPATING AGENCIES, and their directors, officers, agents, employees, attorneys, consultants or authorized volunteers. CONSULTANT's insurance coverage shall be primary insurance as respects DISTRICT, its directors, officers, agents, employees, attorneys, consultants and authorized volunteers, the PARTICIPATING AGENCIES, and their directors, officers, agents, employees, attorneys, consultants 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-insurance maintained by DISTRICT, its directors, officers, agents, employees, attorneys, consultants or authorized volunteers, the PARTICIPATING AGENCIES, and their directors, officers, agents, employees, attorneys, consultants and authorized volunteers, shall be excess of the CONSULTANT's insurance and shall not contribute to it. The general liability coverage shall give DISTRICT, the PARTICIPATING AGENCIES, and its directors, officers, agents, employees, attorneys, consultants 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. To the fullest extent permitted by applicable law, CONSULTANT shall indemnify, defend and hold harmless DISTRICT, its directors, officers, agents, employees, attorneys, consultants and authorized volunteers, , PARTICIPATING AGENCIES, and their directors, officers, agents, employees, attorneys, consultants 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. 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B 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. Notwithstanding the foregoing, in no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. The duty to indemnify, including the duty and the cost to defend, is limited as provided in this section. d. CONSULTANT shall not be responsible for warranties, guarantees, fitness for a particular purpose, breach of fiduciary duty, loss of anticipated profits or for economic, incidental or consequential damages to the DISTRICT or any third party arising out of breach of contract, termination, or for any other reason whatsoever unless the damages arise from CONSULTANT's willful misconduct. Additionally, CONSULTANT shall not be responsible for acts and decisions of third parties, including governmental agencies, other than CONSULTANT's subconsultants, that impact project completion and/or success. 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 volunteers with legal counsel reasonably acceptable to DISTRICT, and shall not tender such claims to DISTRICT nor its directors, officers, employees, or 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, in any and all such suits, actions, or other legal proceedings. CONSULTANT shall immediately reimburse DISTRICT or its directors, officers, employees, or 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, its directors, officers, agents, employees, attorneys, consultants or authorized volunteers, or the PARTICIPATING AGENCIES, its directors, officers, agents, employees, attorneys, consultants or 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." 6 55401,00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B 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. 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 and PARTICIPATING AGENCIES 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 and PARTICIPATING AGENCIES. 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 and the PARTICIPATING AGENCY'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 and the PARTICIPATING AGENCY. 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, 7 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B 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 and PARTICIPATING AGENCIES pursuant to the AGREEMENT are instruments of service and shall become the property of DISTRICT and PARTICIPATING AGENCIES upon completion or termination of the Project. CONSULTANT hereby assigns all of its right, title and interest therein to DISTRICT and PARTICIPATING AGENCIES, including but not limited to any copyright interest. In addition, DISTRICT and PARTICIPATING AGENCIES reserve the right to use, duplicate and disclose in whole, or in part, in any manner and for any purpose whatsoever all such data, documents, graphic displays, reports or other MATERIALS delivered to DISTRICT and PARTICIPATING AGENCIES 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 and PARTICIPATING AGENCIES shall acquire no right or interest in such property. CONSULTANT hereby assigns to DISTRICT, PARTICIPATING AGENCIES or its 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, PARTICIPATING AGENCIES, or its designee reasonably requests to establish and perfect the rights assigned to DISTRICT, PARTICIPATING AGENCIES or its designee under this provision. Reuse of documents by DISTRICT or others on extensions or modifications of this project or on other sites or use by others on this project, shall be at the user's sole risk, without liability to CONSULTANT. 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 8 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643616B This AGREEMENT, including any Exhibits and Addenda, contains the entire understanding 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 ELECTRONIC SIGNATURES The Uniform Electronic Transactions Act, California Civil Code section 1633.1 et seq., authorizes PARTIES to conduct business electronically. In accordance with California Civil Code section 1633.5, PARTIES acknowledge, consent and agree that transactions subject to this AGREEMENT may be effectuated by electronic means through the use of electronic and/or digital signatures. For purposes of this section, an electronic signature means an electronic symbol or process logically associated with the intent to sign an electronic record pursuant to Civil Code section 1633(h). A digital signature, which is a type of electronic signature, means an electronic identifier, created by a computer, that is intended to have the same force and effect as the use of a manual signature under Government Code 16.5(d). An example of an electronic signature would be a JPG of a manual signature imposed onto this AGREEMENT, an example of a digital signature would be the use of DocuSign or similar provider that requires an encrypted key that certifies the authenticity of the signature. This consent to conduct transactions by electronic means through the use of electronic and/or digital signatures extends to the execution of this AGREEMENT or any related contract or other document necessary for the performance of this AGREEMENT including, without limitation, any related offers, proposals, bids, amendments, change orders, task orders and notices. XVI 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. XVII JURISDICTION AND VENUE SELECTION 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. XVIII. THIRD PARTIES The services to be performed by CONSULTANT are intended solely for the benefit of the DISTRICT and PARTICIPATING AGENCIES. No other person or entity shall be entitled to rely on CONSULTANT's performance of its services hereunder, and no right to assert a claim against CONSULTANT by assignment of indemnity rights or otherwise shall accrue to a third party as a result of AGREEMENT or the performance of CONSULTANT's services hereunder. 9 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B 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. APPROVED BY: L ocuSlgned by: pt, f,4, 1 EE36di .. Harvey F. De LaTorre, General Manager Municipal Water District of Orange County 18700 Ward Street Fountain Valley, CA 92708 (714) 963-3058 Date 8/7/2025 1 7:52 AM PDT Internal Use Only: Program No. Line Item: Funding Year: Contract Amt.: Purchase Order # CONSULTANT ACCEPTANCE: Signed by: Inge Wiersema, PE, ENV SP Water Resources Practice Director, Senior Vice President Carollo Engineers, Inc. 707 Wilshire Boulevard, Suite 3920 Los Angeles, CA 90017 (213) 279-3320 Date 8/7/2025 1 5:22 AM PDT FSigned by: � .� , PLO) Pf Graham Juby, PhD, PE Vice President Carollo Engineer, Inc. 3150 Bristol Street, Suite 500 Costa Mesa, CA 92626 (714) 593-5134 Date 8/6/2025 1330 PM PDT 10 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B EXHIBIT "A" ETHICS POLICY §7100-§7110 §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 11 5540 1.00000\43 859268. 1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B capacity, or by any body 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. 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 12 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B 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; §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 During the course and scope of their employment employees are prohibited from engaging in campaign activities associated with MWDOC Director elections, MWDOC Director appointments, the appointment of MET Directors, or from attempting to influence changes to MWDOC Division boundaries, except where such activities are expressly required in the course of official duties. Employees are otherwise free to personally, 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 or during the course and scope of their duties for MWDOC. 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. These provisions are intended to protect employees against political assessments, coerced political activities, and to prevent political activities on the part of employees from interfering with MWDOC operations. Nothing in this section shall be 13 5540 1,00000\43859268. l Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B interpreted or applied in a manner to unlawfully curtail the constitutional right to political activity of MWDOC employees. Motion — 6/17/15 §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 — STAFF AND STAFF OFFICERS If an employee is reported to have violated MWDOC's Ethics Policy, the matter shall be referred to any of the following: (1) the General Manager; (2) Human Resources; (3) the Board of Directors; or (4) any member of the management staff, 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. The Executive Committee may make a determination and present the issue to the full Board. Motion - 1/17/96; 6/17/15 §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 ETHICS, CONFLICT OF INTEREST AND ADMINISTRATIVE GUIDELINES Pursuant to the terms of Government Code Sections 53234 through 53235.2, each Director shall receive at least two hours of training in general ethics principles every two years. Pursuant to Government Code Section 53235(c), the curricula for ethics training must be approved by the Fair Political Practices Commission (FPPC) and the Attorney General. It is the general desire of the MWDOC Board to meet and 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 during the first quarter of the year immediately following an election (every two years). 14 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B Each Director shall retain the certificate of completion from any ethics course in which he/she participates and shall provide a copy of such report to MWDOC. Such records shall be retained for five years from the date they are received. M-12/21 /05 15 5540 1.00000\43 859268. 1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B Please note If using Consultant's proposal as Exhibit "B" please attach the proposal or complete the standard Exhibit "B" Form below, BOTH Parties must verify that all sections of this form are FULLY ADDRESSED and the appropriate Exhibit is attached and labeled accordingly EXHIBIT "B" SCOPE OF WORK, TERMS OF AGREEMENT AND TERMS AND CONDITIONS FOR BILLING Carollo Engineers, Inc. Inge Wiersema, PE, ENV SP 707 Wilshire Blvd., Suite 3920 (213) 279-3320 Tax I.D. 86-0899222 Term — Commencement August 4, 2025, Termination September 30, 2026 2. Fees/Rates to be billed — See Exhibit B-2 Cost Summary for Development of 2025 Urban Water Management Plans for base price (lump sum) and optional tasks/ contingency tasks fees prepared based on Fee Schedule per page 20-22 of Exhibit B-1.. Budgeted Amount — See Exhibit B-2; Note: Budgeted amount is based on the "Base Price" and the optional tasks on which the participating agency provides written approval. CONSULTANT fees shall be billed by the 25th day of the month for the previous month's activities. Invoices received by the 25th day of the month will be paid by DISTRICT by the end of the following month. Invoices shall reference the Purchase Order number from DISTRICT. Consultant shall prepare a breakdown of the percent complete by task by Participating Agency to submit with each monthly invoice. 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. Scope of Work/Services — Preparation of the 2025 Urban Water Management Plans for MWDOC and Participating Agencies as outlined in the attached Exhibit B-1. 5. Consultant Representative: Inge Wiersema PE, ENV SP, Water Resources Practice Director, Senior Vice President 16 55401.00000\43859268.1 Docusign Envelope ID: 7100A28F-1289-406F-AFC1-89EA2643B16B Exhibit B-1 Scope of Work O a` MWDOC 1 2025 URBAN WATER MANAGEMENT PLAN PREPARATION FOR ORANGE COUNTY WATER AGENCIES �E3�� o a�5 c N 9 p C E m 03 aE, L o f m X 0)C, p U N m U )n o au u0) a E o v o E w E 0 3 L`Ea°m32 NacD EN EN a mm la� Cfq �> nwu� >gO= O d 3 N o u amU0 O vl Ca O u cs m> n E' N tm m=' c o��oc m w Cb - Y rn C O C 'O � Y 0 O a, rC• O) L N°� CQ p o' - m ELLc > -m "OI Im Ee Ala �mo '0O a �a_TmT rm E VUu p .m a e_U c a U U 7 >m U VO m E am m hoWc a12 } ooa� v E w 3 w c o v w In iri >"= o E m t rn 3 r m c rru 'O Y p p Y m ^ )N. ao N a mu U 3m 4o cv .a to n N c ` L v �° a u > NQa ° w m `mama W lu W o —F- o °1 v w ° u>Lm 9 py Q aa ¢ 1O 6 0 a E o a m c o f0 E a _ _ o L w r m o m w C v m U U U O C N m 0] . 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In f0 N N m Y in O �> y °' c y o ar m u E m a _ c -�` o a o w N N m (D '� N t - ¢o c o w E 3 'o o ? .E �v `m `a3 nN,�g mo m�am3 -oV c oamEo O LL 01 uv az m� — � o n N o m x^ a m m ru u = m m N m 8 N t0 .L.+ O .� N `- c •� w v a t c « n C m « c ° mL C.p ao 6 O> N u a o ao c 0, 3L & L E c a) O �_ C O C N O p 19 d E D N a m T° N E m E mmm— umm m�>> c tg 3 a a!o a ,n� s E c a E cm m' Y O o u m L v 3 m 5 w 3 rn m °> 3 `o c .J m ��~c .. E 3 m a`u v N C .n u C c 3 -p >` '� >` y ai '° m O c r ++ o `m an d -• e m o o c 3 a D E U° m u m w- 1m m u Lmmmo YLT,oE—�>, a N f0 C.no d3 ^a >m o v E L ry -_ m m L m u O O, a m D 'm N a E V $ 3 m N m m« a. w LL J v y ¢_ 'ny° p p. L Ep m Q ,>o O C w 3 u>. mm L C v n m o .. E a; 'o m n ai w E v U p_y o'er m u m E oc v N H a 3 c o q `w °� 0 O m m O U1 C a o O d ma m m E 3y c v 0 Y E a u 00 r U:5 O) y w .o a D = a m= wv«m a L m m m :5 !E _0 u u U L - 1•- o m 0 �n c u m m 3 m o) m 3 m �' Yil C L a = 1' C N p a o o_ m Ou v, u ^y N c 'S° — a P o a W C a o o ' ' _ ` m U, N w o n {�{� E N O d °� 3 d c ) c a C 1 N m N L m a d v 3 Q = 3 0 E E `°oo uac m m 3 s O N m O m m p H= T w� N 0-m 0 u Based on our experience from previous guidebook updates since our involvement in the 2005 UWMP cycle, and our ongoing work on the 2025 UWMP for San Diego, our team has concluded that the changes for the 2025 UWMP cycle are much less substantive than in previous cycles. As a result, we understand most of the work effort will involve updating information and tables, rather than new types of analysis or major narrative overhauls like in 2020. Due to the large number of UWMPs that need to be prepared in parallel within the 11-month project duration per the timeline in the RFP, we understand that a key challenge of this project is centered around organization. It will be critical to streamline data gathering, coordination with member agencies, and the preparation and reviews of the deliverables. To meet this challenge, MWDOC needs an experienced team that has gone down this road before. Our team brings this specific experience through Shivani Shrotriya, who worked with Sarina Sriboonlue for MWDOC while at Arcadis in the preparation of 22 UWMPs during the 2020 UWMP cycle. Lastly, we also understand that the key objective of most of your participating member agencies is to "check the box" and get this regulatory requirement completed and be eligible for state funding programs. It is our job as the consulting team to deliver these 2025 UWMPs with minimal effort from your member agencies, while getting all the tables and information accurately updated that meet the 2025 UWMP Guidebook requirements and extend the planning horizon to 2050 such that these Plans can also be used for future Water Supply Assessment until the 2030 UWMP cycle. Our Tailored Approach to Project Success We have developed a tailored project approach that meets the critical success factors of this project, namely: D OEfficient and On -Time Project Delivery o z © Streamlined Data Management and Organization N o� © Sound Quality Control that Promotes Smooth DWR Approval Z z Each of these approach elements are described in more detail on the following three pages. o n Zi A j D D D m G) Z m -1 Z -U n U) Z CAROLLO / PROPOSAL / JULY 2025 77 MWOOC / 2025 URBAN WATER MANAGEMENT PLAN PREPARATION FOR ORANGE COUNTY WATER AGENCIES O O O= (ua ° m E d vt o a. m > u -0 g> 3 E 0 0 .� y v 3 Y m m a O m v o m o Q '3 3 coi c c o r 0 ac) 3 0l v a a m `o. 0 m m c m E C '" m w �. v tm acc L -O L m3Fa u E (D NNYro u o m L LmEE��E- E `o 0 0 F 0 o 3 u- Y `� a ?� � W d CD a o a N T 3 0 c W _N C o_ O m m rn m U m - v U v" mo v c Q Yy w m 0 m C J a E m 3 u .y 3 J r1 N Y a o a aci vl m o� -- i^ m im m.- m o > o m r .� D y C O m 3 v N m pl Oa a m al c> Oa U o c c >� a Y N c o U a'6 In L °' U' o 'o m m 3 m e -o = Q m Jc 0 3 0, L a 0 o m e o N c 0 c E `p L E m °u E u j a P o 3 a m a c o u rL°'- o O. i. v a m in :_ u m O] u �. s m O m o >. O N E m ,a E _ o a m y w m W ._ ._ c CL m L C, O m =-a E ol� W' ?� 0- N 'aU-. C c u m as Y Q C aL. C la 'vi n GI C > ++ N « N m D a c m o° cm o -0 a m m U `m m m 3 J a o m m v a a >, o m `o o -o 'g o o-0 y o u m O: '� J 3 u a - .Q m a p, m u N E o `° u a u> w u c .3 3 c- L+ m 0 C m N O d' 3 C N . O u 2 .m+ Y v OU -mp a> w 3 Ot Q m 0 9 Q m vi = m lz U = O o o m c y m O. N m L N m a C m-0 m'N U Tw N - a c O` T a w f zy� o�o_-o m ��:YE��a =a 9= a) m V ���v2m -0 O C� Cl-m3Y >,ma o aa, N U N a a c o m T C m 7 O 3 o O `m lu -O 3 r v_ in -0 m E �i in ui m N -0 -0 oo mU a w o m a ¢EN a/=o v m m- v c o a o aoZ p o �, ;p` am v`o u -o 0 m o �� ,at � y Y 3 m m m m -o rnaa'. w v L L 2 E o a 0 3 u `m a m a m o m w m Y u y � v v �> a a= a O N M J L m O U -O o'a- -0 m m N 2 O m oova0Jm'o c Y 3 (U O O) O O v 3 m ON rco m a)c O m - N �->o no m � C s- m m C m w J o lEa o 'U m UI L C I-0 u a v J n m a m m m 0 E O '�/1 m •- U N m > U m c o m E m J U0 V) LO g aDiQ L.. p F cI1LL.� N 30 m 3 c = O U L a m m m T a m c E 0 Y a L a E LL `o > a o' m g c E v m u v c o m U E v v m a 3 c-- O L 0 a .0 Y m u U �. m m 'O U1 �+ u m L 3 m o v E --o E 0 m � >. m N N m 0 0 a c o n w 6 a m o a c o a/ OU L m- E m Y c 3 v O v a c - � o m3. > o m v o m N 3 a0 � 1 O � O O m o i Z o > m >_ 0-0 o-D v E 5 0 O ° o � J N c U > O 3 m d aLm o Y v a F o n o � � c E y 0 > t O -o 03 .y U p m o o o cC0 3 u p � ++ m 3 m CL d t O m Q V 2 i v U I:c a a N uj �T m m O N m a U a` 0 uo- a s a s 0 Cl O J C o y w o o � L a Y c0 c O Ja/ p Lo y3 U J 1= 3 u -U o m O N O u o m L E " 0 a/ w G�3�T3 9 0 v o v 0 3 L m a "U j a, U cn m O o m o m a m 6. c a m E E m 0 T o � m m v3i v m a u a> m m Y -o L vmi a c a u w N C O m C as a� 14 m N m 02 - C o N 'a m U U O N N L f— 0 3: IIIIIIIi� _ �a C 1� t r 2 H ; J m m In awl, O E N - % II 1 9 N l i e 01 � - o .0 !I am ac ii it it I K"- 1661LL _ L L7 3 A y ti a76 O — t oc O � N :5 5 oc 0 1c R t a o � N L� Ln m o° N E I. n pJPOES e -a rtI PW F iti o G � 1b✓d30 s f c � LN N O N c u ry i e > u m c Z a' - V r an N a o� N m� O � . © Streamlined Data Management and Organization Despite the anticipated relatively minor changes in the 2025 UWMP Guidebook compared to the changes between 2015 and 2020, the preparation of likely more than 20 UWMPs in 11 months with multiple revisions in each remains a big undertaking. This is especially true when it comes to data and document management. In addition to the volume of files, the security of the information must be considered. It is therefore critical to apply the principal "Plan the Work, Work the Plan". ...................................................................................................................................................................... . The three key elements and benefits of how the Carollo team will streamline data management and organization are as follows: 1. Secure SharePoint Site: Carollo will set up and host a project SharePoint Site to manage all project files from start to finish. At the end of the project, files can be transferred back in a single zip file to MWDOC and the respective agencies, as desired. As depicted in the graphic below, we propose using dedicated locked channels for MWDOC and each of the participating member agencies. These channels can be used to securely upload and download files by approved members. Public and non -sensitive information will be stored in an open shared folder to avoid unnecessary duplication of data. For example, the 2025 UWMP Guidebook and Water Use Efficiency reports can be saved in the shared folder for easy reference. Data Uploads Daft Documents Final Documents DWR Guidance Public Reports Carollo will host and manage all the data and documents in an organized manner, such that MWDOC and the participating agencies only have to focus on providing raw data and conducting reviews. It is our job to make it easy for you! 2. Consistent Folder Structures: We will work with MWDOC's project manager at the start of the project to review and refine our draft proposed folder structure that will be used for all UWMPs. This makes it easy for all team members to quickly find the right files for any member agency, which enhances efficiency and allows support staff to quickly ramp up during peak production periods. 3. File Naming Protocol: A document naming protocol will be launched at the kickoff meeting so that all data, spreadsheets, chapters, UWMP versions, and comment logs are kept in the correct folders and with the correct file name extensions. This avoids version control issues and potential duplicate work. Last, but not least, we understand that it is the consultant's role to make the data gathering and 2025 UWMP preparation as easy as possible. As members of our team have not only worked on the 2020 UWMPs but also completed 200+ projects for all but one of your member agencies, we bring exceptionally strong relationships in your entire service area. Our personal and working relationships will help with data gathering and result in efficient project delivery. .........,.M. mil' :`� The Carollo team is familiar with nearly all players in MWDOC's service area having collectively delivered more than 200 projects for the PAs in just the last decade. We will leverage our institutional knowledge and relationships in the 2025 UWMP updates. M m � D0 O On Z m N 0 Ac D m GZ1 Z m n D O C m ZM D D Am Dm G) Z z -U n v Fri (o Z CAROLLO / PROPOSAL / JULY 2025 5 �P-.�aii:� �i ��;�H'u, uir:��=:.=�✓._;_�•�_�i-�'i�M1a�p,-�<_0�5�_�l^JPdF'Pr�,�:r-�S,ctF�:-ica�7U!5,�:-Prn�;•,_;A�pr;�3 _h-r�;=5 13 © Sound Quality Control that Promotes Smooth DWR Approval Quality control is clearly important on any project we deliver. The unique project elements that make a robust and well -thought-out quality control and quality assurance (QAQC) process extra critical for this project are: ■ The accelerated timeline of 11 months; ■ A regulatory deadline that is truly fixed; and ■ The simultaneous preparation of 20-ish plans that all roughly follow the same timeline, creating "waves" of deliverables and subsequent reviews. To address the challenge of the "waves" of internal reviews, we plan to take a 2-pronged approach: Staggered UWMP Delivery Schedule. We have separated the anticipated participating member agencies into four (4) groups based on their respective supply mix complexity. The delivery of the Draft, Final Draft, and Final UWMPs in each group are staggered by 1 week to phase both production and reviews. In addition, this allows more time to complete the more complicated plans and accelerates the UWMP of member agencies with fewer supplies and less complexity. The group allocations are consistent with Attachment A of the RFP and are shown on the project schedule on page 18. 2. Dedicated Technical Advisory Roles: As shown in our organization chart on page 2 we have included three technical advisors on our team. The advisors are not involved in the day-to-day project activities or meetings to maintain a truly independent review perspective. Each advisor has a unique and clearly defined responsibility as follows: Dan Rodrigo: Conduct detailed review of narrative, numbers, and calculations of all Draft and Final Draft, and Final UWMPs. Assure consistency with MWDOC's Water Reliability Study. Michelle Maddaus: Conduct detailed review of narrative, numbers, and calculations of all Draft and Final Draft, and Final WSCPs. leJessica Fritsche: Conduct comprehensive review of the Final Draft and Final UWMPs and WSCPs from the DWR perspective, using the DWR checklist. M m D 0 �o zc) T N 00 U1 °� G) Z m O D C m Z 3 D M G) D m 6) Z m -i Z -U n m Ln Z CAROLLO / PROPOSAL / JULY 2025 14 Scope of Work Task 1: Project Management This task includes effort to communicate and coordinate with MWDOC and all the Participating Agencies on project issues and project status, maintain the project schedule, and complete monthly invoices and progress reports. Our quality control measures will be conducted under this task as well. Task 1A - Meetings We have scoped the following meetings: ■ One 1-hour kickoff meeting with MWDOC. ■ One 1-hour kickoff meeting with all Participating Agencies (PA). ■ One 1:1 meeting with each individual PAs for UWMP. ■ 30-minute biweekly check -in meetings with MWDOC's PM. ■ 30-minute biweekly consultant team check -in meetings. Task 113 - Invoicing and Progress Reporting This task includes invoicing and creating monthly progress reports to describe accomplishments for the month and activities planned for the next month. Invoices will include a budget tracker table that provides budget spent, budget remaining, and percent complete by PA and for the overall project. Task 1C — Quality Control Carollo will follow a rigorous quality control process. Before the project begins, the project manager will prepare a project checklist. The checklist outlines key project steps and guides the team on quality management requirements. The checklist helps confirm that the project follows our quality management procedures. As a minimum, quality management milestones are: Work Plan. A work plan will be developed to establish the work sequence effort, when work needs to occur within the project schedule, meeting times, discussion topics at the meetings, key decisions that need to be made, and the project deliverables. ■ Project Management Plan (PMP). The PMP will include lines of communication, schedule, scope, budget, staffing plan, and special requirements. The project management plan will be distributed to the entire project team and include quality review assignments by person, deliverable, and review period dates based on the kickoff meeting schedule. Independent Final Checks. Senior technical advisors, who are not involved in the project activities or meetings, will conduct independent technical review of the final draft and final deliverables using Carollo's "redlining" checking procedures as well as DWRs formal UWMP Checklist. Task 1D - Data Management and Organization Carollo will a setup secure SharePoint site with a logical folder structure to facilitate easy data sharing and deliverables reviews throughout the project. This will include secure folders for MWDOC and each PA, as well as an open shared folder. All raw data, UWMP spreadsheets, meeting materials, and UWMP document files will be stored in their respective folders. Key Assumptions ■ All meetings will be virtual. ■ 11-month project duration (8/1/2025 — 7/1/2026). ■ Up to 20 bi-weekly check -in calls with MWDOC, considering holidays and review times. ■ MWDOC will provide a contact list of all team members from MWDOC and the PAs that need access to the SharePoint Site. Key Deliverables ■ Meeting agenda, PowerPoint presentation, and notes for both kickoff meetings (2x). ■ Meeting agenda and summary of action items for each 1:1 meeting with the PAs. ■ Monthly invoice, budget tracker, and progress report (11). ■ Master Action and Decision Item log with ongoing updates. Task 2: Data Collection and Information Review Carollo will make use of the 2020 UWMPs, where possible. Carollo will access the 2020 UWMPs and previous water loss audits and Urban Water Use Objective Reports from the DWR's Water Use Efficiency (WUE) Data Portal website. Carollo will also request the following documents from MWDOC for review: ■ Metropolitan's 2025 UWMP draft. 2025 Orange County Water Agencies Demand Forecast by agency. rn m ;� D 0 10 o" z� T, N O N N `o C D 03 M Z O D z� 3 z D A m D m z n ° (Fn A Z CAROLLO / PROPOSAL / JULY 2025 1s ■ 2025 Orange County Water Agencies Demand Forecast Technical Memorandum. ■ MWDOC's 2022 The Economic Impacts of Water Shortages on Orange County Report. ■ 2025 Orange County Water and Wastewater Multi - Jurisdictional Local Hazard Mitigation Plan (MJHMP) with each PA's annex. ■ MWDOC's water use efficiency programs information, including activities related to Making Conservation a California Way of Life framework and Urban Water Use Objective compliance approaches. ■ MWDOC's water loss control programs information, including leak detection activities summaries for each PA that participates in this program. Key Assumptions ■ MWDOC will provide the following files in native format for both MWDOC and all PAs: 2020 UWMP report files in MS Word. >> 2020 UWMP tables in MS Excel. n 2020 WSCP report files in Word. >> 2020 WSCP tables in MS Excel (if optional updates are requested). 2025 UWMP demand forecasts in MS Excel (prepared by Hazen and Sawyer). ■ Native 2020 UWMP and WSCP files will be provided within 1 month of the NTP. ■ Carollo will access relevant Orange County Water District (OCWD) documents available through the OCWD website. For any documents and information not available on the OCWD website, Carollo will include those in the data request to MWDOC ■ Carollo will request additional PA -specific documents e.g., Water Master Plans, Recycled Water Master Plans, Hazard Mitigation Plans, etc. from the PAs to support the preparation of the 2025 UWMPs. Key Deliverables ■ Prioritized Data Request matrix in Excel with updates. Task 3: Draft and Final Draft 2025 UWMP Carollo will write and format all sections of the 2025 UWMPs in accordance with the CWC requirements following the guidance from DWR's 2025 UWMP Guidebook once released. This includes preparation of the reports that will allow easy uploading to DWR in the required electronic format. Carollo will respond/revise the 2025 UWMP in case DWR considers the submittal to be non -compliant with the Guidebook requirements and Carollo was provided with the necessary information to meet the Guidebook requirements. Carollo will address the comments to the satisfaction of the PA and DWR within 3 months of receiving comments from DWR. Task 3A — Draft UWMP ■ Carollo will prepare the Draft 2025 UWMP including all necessary appendices and DWR tables for MWDOC and each PA and relevant agencies for review and comment. ■ Carollo will complete the DWR UWMP Preparation Checklist for MWDOC and each PA. ■ Carollo will submit the Draft UWMP in native format (MS Word) via posting on the project SharePoint Site. Task 3B — Final Draft UWMP ■ Carollo will address all the comments received on Draft 2025 UWMP, appendices and DWR tables to prepare the Final Draft 2025 UWMP. ■ Carollo will submit two versions of the Final Draft UWMP in native MS Word format (one with track changes and one clean copy with all changes accepted). ■ Carollo will create a consolidated PDF document of the Final Draft UWMP and corresponding attachments for public comment. Key Assum ptions ■ Comments on the Draft and Final Draft UWMPs will be provided within 15 working days. ■ MWDOC and each PA will provide consolidated comments in one single document using track changes in the native Word files. ■ All deliverables will be submitted in electronic format only via posting on the project SharePoint Site. ■ Comments from DWR will be addressed outside the 11-month project window. Key Deliverables ■ Draft 2025 UWMP. ■ Final Draft 2025 UWMPs. Task 4: Final 2025 UWMP As part of this task, Carollo will incorporate public comments received during the public hearing process, and as approved and instructed by the respective PA. Carollo then will prepare the Final 2025 UWMP for MWDOC and all PAs with the inclusion of Adoption Notices. A consolidated PDF of the Final UWMP will all appendices, along with the native files will be uploaded to the SharePoint Site such that MWDOC and PAs can complete submittal to DWR. M m 3 D 0 �o ZA -ti 00 ILn °C: M �z m� O D C m Z D �M D m 0 Z Z Z CAROLLO / PROPOSAL / JULY 2025 16 E P hrl t�nq`.4-�rcuiS, Cher t.u=n_ili M\� C' .'i. _ ! ^;tAF'.. r. .'. '_ • ,i -1 )i�5 Prole-f4FPr ach-M-15 Key Assumptions ■ MWDOC and all PAs will each coordinate their Public Hearings and subsequently gather and consolidate any public comments received. ■ Carollo will receive one consolidated electronic copy of all public comments that must be incorporated within 2 weeks of the public hearing and no later than June 1, 2026. Key Deliverables ■ Final 2025 UWMPs. Optional Services MWDOC and PAs may opt to have any of the following services in addition to those described under Tasks 1 through 4. Optional Task 1: In -Person Individual Meetings Carollo will schedule and attend individual in -person meetings with MWDOC and/or PAs. It is assumed that these meetings would not exceed 1 hour in duration. The fee estimate for this task represents one (1) extra meeting. MWDOC and/or PA(s) may elect to add multiple additional in -person meetings. Optional Task 2: Additional Virtual 1:1 Meetings Carollo will attend one extra virtual 1:1 meeting of up to 1 hour with MWDOC and/or PAs. It is assumed that these meetings would take place during the preparation of the Final Draft UWMPs. The fee estimate for this task represents one (1) extra virtual meeting. MWDOC and/or PA(s) may elect to add multiple additional virtual meetings. Optional Task 3A: Additional Coordination (Option A) This task can be utilized to accommodate some additional coordination effort required for agencies that have complicated arrangements, limited staff, and/or competing interests. For budgeting purposes, this effort is limited to approximately 10 extra labor hours and up to $2,500 per Plan. Optional Task 3113: Additional Coordination (Option B) This task can be utilized to accommodate more extensive additional coordination effort required for agencies that have complicated arrangements, limited staff, and/or competing interests. For budgeting purposes, this effort is limited to approximately 20 extra labor hours and up to $5,000 per Plan. Optional Task 4A: Ripple Effects (Option A) This task would provide additional budget to process minor changes that might arise from Metropolitan or other new/changed data sources after completion of the Draft UWMP that would require changes that ripple through multiple tables and/or chapters. For budgeting purposes, this effort is limited to approximately 10 hours and $2,500 per Plan. Optional Task 4113: Ripple Effects (Option B) This task would provide additional budget to process more extensive changes that might arise from Metropolitan or other new/changed data sources after completion of the Draft UWMP that would require changes that ripple through multiple tables and/or chapters. For budgeting purposes, this effort is limited to approximately 20 hours. Optional Task 5A: Water Shortage Contingency Plan Revision (Option A) This task can be utilized by PAs who decide to republish their 2020 WSCP by modifying the shortage levels and associated actions, consistent with Chapter 8 of the 2025 UWMP. This task does not include any WSCP modifications triggered by changes in water supplies, MET's shortage triggers, Hazard Mitigation Plans, Climate Action Plans, and/ or Communication Plans. The 1:1 meeting with the PA included in Task 1 will be used to discuss the changes in shortage levels and actions with the PA. Optional Task 01 or 02 can be utilized if additional meetings with the PA are warranted to complete this optional task. Optional Task 5113: Water Shortage Contingency Plan Revision (Option B) This task can be utilized by PAs who decide to only make moderate updates to their 2020 WSCP by modifying the shortage levels and associated actions, consistent with Chapter 8 of the 2025 UWMP. In addition, changes in Hazard Mitigation Plans, Climate Action Plans, and/or Communication Plans will be incorporated in the updated WSCP. Up to one (1) additional virtual 1:1 meetings of up to 1 hour will be held to discuss the content change with the PA. A m � D � D 0 O ZA -n N ON T1 Ln oC 6)z m D O m zA <3 D �M D m 6 z m-i Z -V n� um Z CAROLLO / PROPOSAL / JULY 2025 17 _ _5i_I4`/PAF'.PreGr75'S.Fa•aszo0i'�•C-Fre��� •APFn �:�rh-0;_'S ID:7100A28F-1289-406F-AFC1-89EA2643B16B Optional Task 5C: Water Shortage Contingency Plan Revision (Option C) This task can be utilized by PAs who decide to make significant updates to their 2020 WSCP to incorporate changes in water supplies, MET's shortage triggers, Hazard Mitigation Plans, Climate Action Plans, and/ or Communication Plans. As part of this task, the Carollo team will revise the 2020 WSCP and revisit the 6 shortage levels or other requirements as defined in the draft guidebook tables and consistent with Chapter 8 of the 2025 UWMP. Up to two (2) additional virtual 1:1 meetings of up to 1 hour will be held to discuss the content change with the PA. Optional Task 6: Adoption Process Support For PAs who elect this optional task, Carollo will coordinate and prepare up to five (5) notifications for the circulation of the Final Draft UWMP that can be circulated to the public, cities, and county. In addition, Carollo will prepare the resolution for 2025 UWMP Adoption. Optional Task 7A: Management/Board/ Public Hearing Presentation Template Carollo will prepare a PowerPoint presentation template that can easily be populated with content from the Final Draft 2025 UWMP by MWDOC or PA to conduct a 10-minute/10-15 slide presentation to their Executive Management, Board of Directors, or General Public. Only one (1) template will be prepared that can by used by all agencies with clear placeholders on where to change the agency name, logo, and which tables/ charts/content to replace on each slide. Optional Task 7113: Management/Board/ Public Hearing Presentation Carollo will utilize the template prepared as part of Optional Task 7A to prepare a 10-minute PowerPoint presentation that summarizes the 2025 UWMP and that can be used by MWDOC or PA to present the report to their Executive Management, Board of Directors, or General Public. As desired, Carollo will either present at, or only attend, one Management/Board/Public Hearing meeting as part of Optional Task 08. Optional Task 8: Public Hearing Meeting As part of this task, Carollo would attend the 2025 UWMP Public Hearing to provide backup and answer any questions at the end of the public hearing process at the meeting where the 2025 UWMP is on the agenda for adoption. The fee estimate for this task represents one (1) public hearing. Optional Task 9: DWR Submittal Carollo will submit the 2025 UWMP data to the DWR WUE Portal online. Optional Task 1OA: 2025 UWMP 5 Hard Copies Carollo will print and deliver up to 5 hard copies of the 2025 UWMP with appendices. Optional Task 10113: 2025 UWMP 10 Hard Copies Carollo will print and deliver up to 10 hard copies of the 2025 UWMP with appendices. Optional Task 11A: Incorporate Climate Impacts (Option A) Carollo will review how climate change impacts were considered in the 2025 UWMP demand forecast developed by another consultant and make recommendations for potentially more/less conservative demand forecasting adjustments for normal, dry, and/or wet years using AWWA's guidebook "Incorporating Climate Change Impacts into Demand Forecasting" (AWWA, 2025). It is assumed that this optional task would be elected by MWDOC and/or PA(s) at the project kickoff to avoid ripple effects. The 1:1 meeting included in Task 1 would be used to discuss and decide on potential modifications of the demand forecast numbers provided at the start of the project. Optional Task 11B: Incorporate Climate Impacts (Option B) Carollo will incorporate climate change impacts in the supply availability consistent with the assumptions and findings of MWDOC's Water Reliability Study, specifically as it pertains to projected imported water availability under single dry and multiple dry year conditions. The 1:1 meeting included in Task 1 would be used to discuss and decide on potential modifications of the demand forecast numbers provided at the start of the project. M m D � a0 �o 62 m N 00 I01 o� GZ) Z m� O cm Z� D D Z A m D m c) Z m -i Z v n r m D f/N Z CAROLLO / PROPOSAL / JULY 2025 18 MWDOC / 2025 URBAN WATER MANAGEMENT PLAN PREPARATION FOR ORANGE COUNTY WATER AGENCIES 8 d 19ZOZ/l/4 au11PRO _ d IRA1w9a5 HMO — - _ _ o s Z E a E v E.— .__. o! a y m V o E i z __ ... —. . .._...— ..... — ___ —..... ...... — t B y.....:i......-_ -__-.. -._. -.. 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E7 oY oy cD Es a N u ° �° a N N 5 u W oE3rnam a N `i a a- 'ocwa caa aaar.. 1' y' um ua 3 N a 3 Q c D_ w w a a,'oE o m m° Y m° c" N a a ° v w a N lay m u c N v y a o D 3 3 n- N N0 o a N a 3 C c N w CI E H a O. U D 1/1 U a W; VI iN� 0C a N O 0 fCJ uOaN u��QR h L Q UNLO U � rq OY NL Ju NN al NO-L UN f) NYN O`O ++ o L E '� E V m O1 f0 O1 E a C a c ..o ai m O J '- o C a u a a o P E 'o CL d W c ° c C O ai n ._ 0- •_ > (J J O c E O 0 0 0 > d °' N O. c W c c v C o d• o E `w ar u v u c c °- w J r o.u- m n m o! ate ma m me L L m L 3 J J v o L N L .� c m L p• V a) E J (a 0 Cl a) E al L O OR (a ° L r .O a Q UI J E fO - a 0 CL O J m m W 'G . L F- D_ Q N ul O. 3 F- O ,L., Fee Proposal The Fee Proposal presented herein is based on our current understanding of the anticipated Guidebook Changes presented in the project understanding (page 10) and the scope of work presented on pages 15-18. It should be noted that although this is not a technically challenging project, the combined effort is still an extensive undertaking. This project will involve a lot of coordination with 20+ agencies and 3 versions of each UWMP with quality control of all 60+ plans to ensure accuracy and consistency. Our fee proposal reflects the necessary effort to ensure smooth approval of the 2025 UWMPs by DWR, such that MWDOC and all Participating Agencies (PAs) maintain full eligibility for state grants and loans. Any significant changes incorporated in the Final 2025 UWMP Guidebook and/or requests to include optional tables, could require a change in the level of effort and budget. We look forward to the opportunity to negotiate these changes upon notice of selection and release of the Final Guidebook. The table shown below summarizes our estimated costs to complete the 2025 UWMPs by agency group as requested in the RFP. A detailed fee estimate with a breakdown of labor hours by task, subtask, and team member is provided on the next page. Our key assumptions that affect our labor estimate for this cost proposal include: ■ 11-month duration. ■ 22 biweekly project management calls of 1/2 hour duration. ■ All meetings will take place virtually using MS Teams or similar platform, except for in -person meetings included in Optional Task 1. ■ To streamline data gathering and deliverable production, all PAs will be known at the kickoff meeting with MWDOC. ■ The virtual/in-person 1:1 coordination meetings with each of the PAs do not exceed 1 hour. ■ The virtual 1:1 coordination calls will take place in designated meeting blocks of 4 hours each. MWDOC will coordinate with the PAs to get all virtual and/or in -person meetings scheduled. ■ The PAs will deliver all requested data using the data gathering template (in Excel) provided via the secure project Share Point site, setup and hosted by Carollo. ■ All deliverables will be delivered electronically. Comments will be returned as a compiled set of consolidated comments using track changes on word documents and the comment response log spreadsheet template provided by Carollo. ■ The optional tables and/or task items included in the Scope of Work can be added individually by each PA as desired, and/or modified or supplemented with other optional task ideas as desired by MWDOC and the PAs. ■ Printing of hard copy UWMPs are estimated to cost $250 each, including shipping. FEE SUMMARY PROPOSAL - COST PER CATEGORY OF UWMP UWMP Category Minimum of 15 Agencies More than 20 Agencies MWDOC $74,727 Group 1- OCWD Groundwater Agencies $41,488 $40,433 Group 2 - OCWD Groundwater Agencies with Recycled Water $44,637 $43,582 Group 3 - South Orange County Agencies with Recycled Water $47,251 $46,196 Group 4 - South Orange County Agencies without Recycled Water $42,369 $41,314 Group 5 - Non-OCWD North County Groundwater Basin Agencies $47,251 $46,196 CAROLLO / PROPOSAL / JULY 2025 20 MWDOC 12025 URBAN WATER MANAGEMENT PLAN ry PREPARATION FOR ORANGE COUNTY WATER AGENCIES O O Q alewlls3 aai G W M b W b tf n tb? 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L U mLL0 oinh>��� QWZN3 AN�U� N mJ m 0 - ° U � U U U U U U U Y U W 2 U U U U� U !9 N F • U U. • NMYNtOnw010 �N • MONIOn NN N NN Attachment A MWDOC 2025 Urban Water Management Plan Scope of Work — Optional Task supplement Date: 7/7/2025 MWDOC and Participating Agencies may opt to have any of the following services in addition to those described under Tasks 1 through 4. • Optional Task 1: In -Person Individual Meetings Caro[to wi[Is chedule and attend individual in -person meetings with MWDOC and/or PAs. It is assumed that these meetings would not exceed 1 hour in duration. The fee estimate for this task represents one (1) extra meeting. MWDOC and/or PA(s) may elect to add multiple additional in -person meetings. • Optional Task 2: Additional Virtual 1:1 Meetings Carollo will attend one extra virtual 1:1 meeting of up to 1 hour with MWDOC and/or PAs. It is assumed that these meetings would take place during the preparation of the Final Draft UWMPs. The fee estimate for this task represents one (1) extra virtual meeting. MWDOC and/or PA(s) may elect to add multiple additional virtual meetings. • Optional Task 3A: Additional Coordination (Option A) This task can be utilized to accommodate some additional coordination effort required for agencies that have complicated arrangements, limited staff and/or competing interests. For budgeting purposes, this effort is limited to approximately 10 extra labor hours and up to $2,500 per Plan. • Optional Task 313: Additional Coordination (Option B) This task can be utilized to accommodate more extensive additional coordination effort required for agencies that have complicated arrangements, limited staff and/or competing interests. For budgeting purposes, this effort is limited to approximately 20 extra labor hours and up to $5,000 per Plan. • Optional Task 4A: Ripple Effects (Option A) This task would provide additional budget to process minor changes that might arise from Metropolitan or other new/changed data sources after completion of the Draft UWMP that would require changes that ripple through multiple tables and/or chapters. For budgeting purposes, this effort is limited to approximately 10 hours and $2,500 per Plan. • Optional Task 413: Ripple Effects (Option B) This task would provide additional budget to process more extensive changes that might arise from Metropolitan or other new/changed data sources after completion of the Draft UWMP that would require changes that ripple through multiple tables and/or chapters. For budgeting purposes, this effort is limited to approximately 20 hours and $5,000 per Plan. • Optional Task 5A: Water Shortage Contingency Plan Revision (Option A) This task can be utilized by PAs who decide to republish their 2020 WSCP by modifying the shortage levels and associated actions, consistent with Chapter 8 of the 2025 UWMP. This task does not include any WSCP modifications triggered by changes in water supplies, MET's shortage triggers, Hazard Mitigation Plans, Climate Action Plans, and/or Communication Plans. The 1:1 meeting with the PA included in Task 1 will be used to discuss the changes in shortage levels and actions with the PA. Option Task 01 or 02 can be utilized if additional meetings with the PA are warranted to complete this optional task. • Optional Task 513: Water Shortage Contingency Plan Revision (Option B) This task can be utilized by PAs who decide to only make moderate updates to their 2020 WSCP by modifying the shortage levels and associated actions, consistent with Chapter 8 of the 2025 UWMP. In addition, changes in Hazard Mitigation Plans, Climate Action Plans, and/or Communication Plans will be incorporated in the updated WSCP. Up to one (1) additional virtual 1:1 meetings of up to 1 hour will be held to discuss the content change with the PA. • Optional Task 5C: Water Shortage Contingency Plan Revision (Option C) This task can be utilized by PAs who decide to make significant updates to their 2020 WSCP to incorporate changes in water supplies, MET's shortage triggers, Hazard Mitigation Plans, Climate Action Plans, and/or Communication Plans. As part of this task, Carollo team will revise the 2020 WSCP and revisit the 6 shortage levels or other requirements as defined in the draft guidebook tables and consistent with Chapter 8 of the 2025 UWMP. Up to two (2) additional virtual 1:1 meetings of up to 1 hour will be held to discuss the content change with the PA. • Optional Task 6: Adoption Process Support For PAs who elect this optional task, Carollo will coordinate and prepare up to five (5) notifications for the circulation of the Final Draft UWMP that can be circulated to the public, cities, and county. In addition, Carollo will prepare the resolution for 2025 UWMP Adoption. • Optional Task 7A: Management/Board/Public Hearing Presentation Template Carollo will prepare a PowerPoint presentation template that can easily be populated with content from the Final Draft 2025 UWMP by MWDOC or PA to conduct a 10-minute/10-15 slide presentation to their Executive Management, Board of Directors, or General Public. Only one (1) template will be prepared that can by used by all agencies with clear placeholders on where to change the agency name, logo, and which tables/charts/content to replace on each slide. • Optional Task 713: Management/Board/Public Hearing Presentation Carollo will utilize the template prepared as part of Optional Task 7A to prepare a 10-minute PowerPoint presentation that summarizes the 2025 UWMP and that can be used by MWDOC or PA to present the report to their Executive Management, Board of Directors, or General Public. As desired, Carollo will either present at, or only attend, one Management/Board/Public Hearing meeting as part of Option Task 08. • Optional Task 8: Public Hearing Meeting As part of this task, Carollo would attend the 2025 UWMP Public Hearing to provide backup and answer any questions at the end of the public hearing process at the meeting where the 2025 UWMP is on the agenda for adoption. The fee estimate for this task represents one (1) public hearing. • Optional Task 9: DWR Submittal Carollo will submit the 2025 UWMP data to the DWR WUE Portal online • Optional Task 10A: 2025 UWMP 5 Hard Copies Carollo will print and deliver up to 5 hardcopies of the 2025 UWMP with appendices. • Optional Task 1013: 2025 UWMP 10 Hard Copies Carollo will print and deliver up to 10 hard copies of the 2025 UWMP with appendices. • Optional Task 11A: Incorporate Climate Impacts (Option A) Carollo will review how climate change impacts were considered in the 2025 UWMP demand forecast developed by another consultant and make recommendations for potentially more/less conservative demand forecasting adjustments for normal, dry, and/or wet years using AWWA's guidebook "Incorporating Climate Change Impacts into Demand Forecasting (AWWA, 2025). It is assumed that this optional task would be elected by MWDOC and/or PA(s) at the project kickoff to avoid ripple effects. The 1:1 meeting included in Task 1 would be used to discuss and decide on potential modifications of the demand forecast numbers provided at the start of the project. • Optional Task 11 B: Incorporate Climate Impacts (Option B) Carollo will incorporate climate change impacts in the supply availability consistent with the assumptions and findings of MWDOC's Water Reliability Study, specifically as it pertains to projected imported water availability under single dry and multiple dry year conditions. The 1:1 meeting included in Task 1 would be used to discuss and decide on potential modifications of the demand forecast numbers provided at the start of the project. Updated Optional Tasks Fee Table Optional Task Description Task 01: In -Person Individual Meetings ($/mt) Labor 10 $ 2,700 Task 02: Additional Virtual 1:1 Meeting 4 $ 860 Task 03A: Additional Coordination (Option A) 9 $ 2,500 Task 03B: Additional Coordination (Option B) 20 $ 5,000 Task 04A: Incorporating Ripple Effects (Option A) 10 $ 2,500 Task 04B: Incorporating Ripple Effects (Option B) 23 $ 5,495 Task 05A: WSCP Revision (Option A) 25 $ 4,865 Task 05B: WSCP Revision (Option B) 48 $ 8,120 Task 050 WSCP Revision (Option C) 78 $ 15,643 Task 06: Adoption Process Support 10 $ 2,450 Task 07A: Public Hearing Presentation Template 7 $ 1,755 Task 07B: Management/Board/ Public Hearing Presentation 7 $ 1,372 Task 08: Public Hearing Meeting ($/mt) 4 $ 1,560 Task 09: DWR Submittal 6 $ 1,365 Task 01OA: 2025 UWMP 5 Hard Copies 5 $ 2,525 Task 010B: 2025 UWMP 10 Hard Copies 5 $ 3,775 Task 011A: Incorporate Climate Impacts (Option A) 12 $ 3,385 Task 011 B: Incorporate Climate Impacts (Option B) 28 $ 6,241