SPECIAL MEETING AGENDA MONTEREY PENINSULA REGIONAL WATER AUTHORITY (MPRWA) 7:00 p.m.

Wednesday, August 1, 2012 City of Monterey, City Council Chambers 580 Pacific Street, Monterey, Calif.

1. Call to Order 2. Roll Call 3. Pledge of Allegiance 4. Public Comment for Items not on the Agenda 5. Approval of Minutes - None 6. Business Items A. Consider awarding contract between MPRWA and Base Water Resources Consulting and Management LLC for consulting regarding comparison of cost estimates for the proposed desalination project alternatives and evaluation of schedule and alternative financing options and authorize MPRWA Chair or designee to execute agreement on behalf of MPRWA. (Action) Update of California Public Utilities Commission workshop of July 26 and July 27 and provide policy direction for future meetings. Appointment of subcommittee to meet with Cal Am to discuss governance and other issues.

B. C.

7. Adjournment

Next Regularly Scheduled Meeting Thursday, August 9, 2012 Seaside City Hall 6:00 p.m. [Regular Meeting]

In compliance with the Americans with Disabilities Act (ADA), the City of Seaside does not discriminate against persons with disabilities and is an accessible facility. Any person with a disability who requires a modification or accommodation to be able to participate in this meeting is asked to contact the office of the City Clerk at thubbard@ci.seaside.ca.us or 831.899.6707, no fewer than two business days prior to the meeting to allow for reasonable arrangements. The City of Seaside Council Chambers is equipped with a portable microphone for anyone unable to come to the podium. Assisted listening devices are also available upon request. Agenda related writings or documents provided to the MPRWA are available for public inspection during the meeting or may be requested from the office of the City Clerk. This agenda is posted in compliance with California Government Code Section 54954.2(a) or Section 54956.

July 25, 2012

MONTEREY PENINSULA REGIONAL WATER AUTHORITY 5 Harris Court Building G Monterey, CA 93940 Attention Mr. David J. Stoldt, General Manager SUBJECT: BASE Water Resources Consulting & Management, LLC (BASE) Proposal re: Comparison of Cost Estimates for the Desalination Projects and Evaluation Schedule and Alternative Financing Options Analysis
David, Thank you for contacting me this morning to discuss the opportunity to assist the Monterey Peninsula Regional Water Authority (MPRWA) on the proposed Comparison of Cost Estimates for the Desalination Projects and Evaluation Schedule and Alternative Financing Options Analysis (Project). The opportunities seem endless at times and some of the deals seem daunting, but the challenge of assisting you and your fellow stakeholders to achieve your ultimate goal and objective is both exciting and rewarding. As Ive previously shared with you, I unfortunately did not receive the subject Request for Proposal (RFP) until late last week which was coincidental with the deadline to submit proposals. I was relieved to learn today that the opportunity to serve your agency still exists, and that this proposal serves to reaffirm my confidence, experience, and continued interest in working with you and your agency on this challenging project.

PROJECT UNDERSTANDING/QUALIFCATIONS
BASE Water Resources Consulting & Management, LLC (BASE) is capable of providing a broad array of professional consulting support services for your proposed Project. BASE has experience providing early concept development, feasibility studies, project planning, environmental/entitlement review and processing, due diligence reporting, financial analysis, technical design support and management, peer review, master planning, strategic action planning, stakeholder formation, consensus building, Federal/State, and Local lobbying, peer-review, neutral-evaluator, and programmatic/construction management related services. Moreover, BASEs recent experience with your agencies Project includes having previously provided professional consulting services relating to the California 1|Page

American Water (CAW) - Water Supply Alternatives Review and Analysis Project. BASE was retained by the City of Monterey in the Fall of 2011, to perform a peer and technical review of the results of the cost analysis of water supply alternatives documented in the Technical Memorandum entitled, Costs Analysis of Water Supply Alternatives, prepared by RBF Consulting, dated October 19, 2011 (Revision) for the eleven (11) alternatives intended to solve the water supply deficit in California American Water Companys (CAW) Coastal Division. BASE prepared and submitted a letter report summarizing its findings and recommendations for the subject project. BASEs scope of work on the aforementioned project included reviewing the RBF prepared Technical Memorandum, dated October 5, 2001, and the Monterey Water Supply Analysis (PPT Presentation, the Certified Environmental Impact Report(s), Basis of Design Report(s), water supply alternatives cost estimates, water supply alternatives recommendations and conclusions, and other supporting and pertinent project information. BASE also reviewed historical project information relating to the development of water supply alternatives presented in the Technical Memorandum and other supporting and pertinent project information with various stakeholders, designers, planners, project managers, and other individuals familiar with the project. In order to support its efforts, BASE conducted a peer level review of the pertinent project information obtained, in order to determine the accuracy and validity of conclusions and recommendations as compared to acceptable industry standards and applicable planning level engineering means and methods.

SCOPE OF WORK/TECHNICAL APPROACH

BASE has reviewed the project background information contained in the aforementioned Request for Proposal. BASE is very familiar with the projects history given its previous professional consulting engagement. BASE further understands that the MPRWA is now seeking the services of a consultant to provide an independent, unbiased, third-party assessment of the three (3) proposed desalination projects, specifically, the California American Water (CAW), DeepWater Desal, and Peoples Moss Landing Desal Projects. BASE proposes to fulfill the MPWRAs Project goal and objective, as outlined in the July 13, 2012 Request for Proposal (RFP), by performing the following seven (7) distinct, yet complimentary tasks:

Task 1 Project Management, Project Meetings, and QA/QC

BASE will provide overall project management, including supervision of BASEs inhouse staff and other sub-consultants (project team members, if needed), planning and monitoring of contract budget and schedule, and coordination with the MPRWAs designated Project Manager. 2|Page

BASE will coordinate, participate, and document routine/regular Project Implementation, Project manager, sub-consultants, and Project Coordination meetings. In addition to these meetings, BASE will organize routine Project Team conference calls. BASE will ultimately be responsible for quality assurance and quality control for all aspects of the proposed Scope of Work, including detailed review of work by BASEs in-house staff and other sub-consultants.

Task 2 Initial Scoping and Constraints Analysis (MPRWA Scope of Services 5.1)

In order to reduce overall cost and scope of work, the Contractor is asked to first evaluate each project at a high level and ascertain if there are any key constraints that would render a project unlikely to be implemented at reasonable cost by January 1, 2017. The criteria shall be determined by the Contractor, but might include technical feasibility, reliability, permitting, litigation risk, environmental factors, regulatory, schedule, or cost. Further, if the Contractor identifies ways to improve upon any one of the three proposals, or a viable alternative, MPRWA seeks that opinion in advance of detailed evaluation.

BASE shall first perform an initial Scoping and Constraints (fatal flaw) Analysis of the three (3) desalination project alternatives in order better define and potentially reduce the overall cost and scope of work for the subject project. BASE shall evaluate each project in order to ascertain if there are any key constraints that would render a project unlikely to be implemented at a reasonable cost by January 1, 2017. BASE shall develop a rating and ranking matrix that will measure the feasibility of the three (3) desalination project alternatives based on comparative criteria including, but not limited to, technical feasibility, reliability, permitting, litigation risk, environmental factors, regulatory, schedule, or cost. BASE will also identify ways to improve upon any one of the three proposals, and/or present a viable alternative for MPRWA consideration in advance of performing its detailed evaluation.

Task 3 Comparison of Cost Estimates for the Three Desalination Projects (MPRWA Scope of Services 5.2)

For projects that were not eliminated under the previous task, Contractor shall review the following as presented by the project proponents: Capital Costs Operating Costs Unit costs (especially $ per acre foot) Energy consumption/efficiency/cost Quality of cost estimate (conceptual, preliminary, bid, etc.) Age of cost estimate

Compare the proposed projects based on total capital cost, annual operating plus capital cost, and annual unit cost based on water delivered to the Peninsula. The Contractor will identify differences in each proponents cost methodology and attempt to normalize or adjust for differences in order to provide more directly comparable results. The goal is an apples-to-apples comparison. It is desired to have cost comparisons for projects of two

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sizes: (a) one that delivers 5,500 acre-feet per year to the Peninsula, and (b) one that delivers 9,000 acre-feet per year. In the analysis, identify key differences in each proponents methodology and attempt to adjust therefor across all projects in order to compare on a common basis. Attention should be paid to use of contingencies, implementation costs, adjustments for high- or low-end of cost range, and so on. If a projects costs are based on a portion of a larger project, please identify the risks associated with a larger project and the potential impact on cost if built as a stand-alone facility. Discuss the primary drivers for differences in cost between the projects. Identify assumptions or conclusions of any proponent that are questionable or inconsistent with other proponents; inconsistent assumptions should be adjusted where possible and cost figures modified accordingly.

BASE already has considerable data in its company library and prior job files with regard to cost information for ocean desalination projects. However, there may be additional data that will need to be collected and reviewed. BASE intends to interview each of the proposed desalination project proponents in order to gain additional data to compare the proposed projects based on total capital cost, annual operating plus capital cost, and annual unit cost based on water delivered to the Peninsula. The additional data collected will assist BASE in identifying differences in each proponents cost methodology, and BASE will attempt to normalize or adjust for differences in order to provide more directly comparable results. BASE also possesses considerable cost table (analysis) information provided by RBF Consultants (on the CAW desalination project alternative), which will save considerable time developing the necessary cost comparison model, and identifying key differences in each proponents cost estimating methodology. BASE acknowledges the necessity to adjust costs accordingly across all projects in order to compare them on a common basis. BASE will pay particular attention to the use of contingencies, implementation costs, adjustments for high- or low-end of cost range, and so on. If a projects costs are based on a portion of a larger project, BASE will identify what it believes are the associated risks with a larger project and provide specific recommendations on the potential impact on project cost if built as a stand-alone facility. As stated in the RFP, the goal is to provide an apples-to-apples comparison of desalination project alternatives. BASE will develop a level 4 costs analysis (spreadsheet) for the assumed three (3) ocean desalination project alternatives. The analysis will include, but not be limited to; capital costs, operating costs, unit costs (especially $ per acre foot), and energy consumption/efficiency/cost. Moreover, said analysis will evaluate and compare costs for two sizes of Peninsula delivery ocean desalination project alternatives: 1. One that delivers 5,500 acre-feet per year, and 2. One that delivers 9,000 acre-feet per year.

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The assessment will also include a quality of cost estimate (conceptual, preliminary, bid, etc.) statement, and age of cost estimate determination. Finally, BASE will prepare various recommendations and findings that discuss the primary drivers for differences in cost between the projects, and identify assumptions or conclusions of any proponent that are questionable or inconsistent with other proponents. BASE will adjust (where possible) any costs that are based on inconsistent assumptions and/or conflicting cost estimating methodologies.

Contractors are asked to identify major differences in project features that are not the core desalination components that is, if all desalination facilities are assumed to all be the same for each of the projects, what are the key differences between the projects in the areas of intake, pre-treatment, outfall, and transmission pipeline? Have the proponents used consistent cost assumptions on things like pipe, right-of-way, and other items? Can the projects be compared on the non-desalination aspects?

Task 4 Identify and Isolate Project Differences (MPWRA Scope of Services 5.3)

As part of its detailed Level 4 cost analysis prepared in the task outlined above, BASE shall identify major differences in alternative ocean desalination project features that are related to, but not specifically core desalination components. That is to say, if the basic desalination facilities are assumed to all be the same for each of the alternative projects, BASE will analyze separately the key differences (related appurtenances) between the projects in the areas of intake, pre-treatment, outfall, and transmission pipelines. BASE will ascertain if the alternative ocean desalination project proponents used consistent cost assumptions on things like pipe, right-of-way, and other (related appurtenance) type items.

Task 5 Evaluation of Schedule (MPRWA Scope of Services 5.3 [second reference])

Please review each projects timeline and provide an opinion as to the reasonableness of each.

BASE will analyze, and prepare if necessary, each alternative ocean desalination projects proposed implementation timeline. Furthermore, BASE will provide a written opinion as to the reasonableness and accuracy of each projects estimated schedule.

Task 6 Evaluation of Financing Options (MPRWA Scope of Services 5.4)

Examine each proponents financing assumptions and comment where applicable. Are the assumptions or conclusions in the proponents materials with which you disagree? Why? How would cost estimates for each project be affected?

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BASE shall examine each proponents financing assumptions and provide comments where applicable. BASE will state both where and why it might take exception and/or disagree with various project proponents assumptions and/or conclusions, and present its opinion on how cost estimates for each project might be affected.

Task 7 Workshop/Presentation/Written Report (MPRWA Scope of Services 5.5)

A written report of findings is expected by August 31, 2012 in order to provide sufficient time for MPRWA to include findings in its testimony to the CPUC presently scheduled for mid-September. In addition to a written report, the Contractor is expected to present its findings to the MPRWA at a meeting to be scheduled. The Contractor is also expected to attend CPUC workshops tentatively scheduled for July th th 26 and/or July 27 .

BASE shall prepare a Final Report documenting the results of its investigation, findings, and analyses performed in Task Nos. 1 through 6. BASE understands that the Final Report is expected to be completed by August 31, 2012 in order to provide sufficient time for MPRWA to include findings in its testimony to the CPUC presently scheduled for mid-September. However, while the delayed project start time, could affect the completion and presentation of the Final Report, it should not affect BASEs ability to provide MPRWA with a summary of its findings to assist MPRWA with preparing its CPUC testimony. If selected, BASE is already prepared to participate (electronically) in the upcoming CPUC workshops tentatively scheduled for July 26th and/or July 27th. Deliverables: BASE will submit ten (10) hard copies of Final Report to MPRWA. In addition to hard copies BASE will also prepare and submit and electronic files (Adobe Acrobat) version of the Final Report. BASE plans on completing all work associated with the subject Project within 3045 consecutive calendar days from the notice to proceed. BASE understands that timing will be critical to completing this project and is able to commit the necessary resources to work in a parallel (multi-tasking) fashion on critical tasks. Based on your request to complete all proposed work prior to the midSeptember, 2012 CPUC hearing, I estimate a two hundred thirty five (235) hour level of effort. BASE proposes to provide the aforementioned professional consulting services based on its $250/hour standard rate (including in-house staff and subconsultants, if required). The proposed hourly rate covers all project related costs including basic CADD design and graphic artist/illustration work, travel, and electronic reproduction costs for printed media/materials.

SCHEDULE/FEE PROPOSAL

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Therefore, BASE Water Resources Consulting & Management, LLC proposes to provide all labor and materials to perform the described services for a not-toexceed amount (without prior written authorization) of $58,750.00. Payment terms will be negotiated and incorporated into our final agreement should it be determined to proceed beyond the proposal stage. If this initial proposal is deemed acceptable please sign on the line provided below and return a copy to me (electronic transmission [e-mail] is acceptable). Following receipt of said authorization, BASE will prepare the necessary standard agreement including the detailed task descriptions outlined above, and a project Gantt schedule for your review and approval. Thank you for providing the opportunity for BASE Water Resources Consulting & Management, LLC and its team to serve your agency on this important project. Please dont hesitate to contact me directly at (805) 302-8915 should you have questions or require additional information. Take care, and as always, thank you for the opportunity to help move this important project forward. Sincerely,

Ken Ortega, P.E. Principal, BASE Water Resources Consulting & Management

Approved______________________________________ Date___________ cc: Rick Conrad, SumLogic Robert Saperstein, Brownstein, Hyatt, Farber, Schreck

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CONTRACT FOR PROFESSIONAL SERVICES Name of the Contract Agreement THIS AGREEMENT is executed this ____ day of ___________, 2012, by and between the Monterey Peninsula Regional Water Authority, a California Joint Powers Agency, hereinafter called "MPRWA", and [Name of Consultant], hereinafter called "Consultant". IT IS HEREBY MUTUALLY AGREED AS FOLLOWS: 1. Scope. Consultant hereby agrees to provide to the MPRWA , as the scope of services under this Agreement, the following services: [General description of the scope of work], as further described on the following attachments: MPRWAs Request for Proposal which outlines the scope of services and work under this contract (attached hereto as Exhibit A), and the approved Consultants Proposal dated [insert date] (attached hereto as Exhibit B). In case of any conflict between these documents, the Request for Proposal shall take first precedence over the Consultants proposal. 2. Timely Work. Consultant shall perform all tasks in a timely fashion, as set forth more specifically in paragraph 3 below. Failure to so perform is hereby deemed a material breach of this Agreement, and MPRWA may terminate this Agreement with no further liability hereunder, or may agree in writing with Consultant to an extension of time. 3. Term. The work under this Agreement shall commence [Start date of contract] and shall be completed by [End date of contract] unless MPRWA grants a written extension of time as forth in paragraph 2 above. 4. Compensation. MPRWA agrees to pay and Consultant agrees to accept as full and fair consideration for the performance of this Agreement, compensation as set forth in Consultants Proposal (Exhibit B), in a total amount not to exceed _________ Thousand Dollars ($______.00). Compensation under this Agreement shall become due and payable 30 days after MPRWAs approval of Consultants submission of monthly written invoices to the ______________ (name/title of MPRWA representative). Written invoices shall clearly itemize each charge and shall include a copy of timesheets or invoices from sub-consultants or other appropriate documentation to substantiate itemized charges. The payment of any compensation to Consultant hereunder shall be contingent upon performance of the terms and conditions of this Agreement to the satisfaction of the MPRWA Contract Administrator. If MPRWA determines that the work set forth in the written invoice has not been performed in accordance with the terms of this Agreement, MPRWA shall not be responsible for payment until such time as the work has been satisfactorily performed. 5. Additional Services. In the event that MPRWA should request additional services not covered by the terms of this Agreement, said services will be provided by Consultant and paid for by MPRWA only after a fee for said services has been agreed upon between Consultant and MPRWA Contract Administrator and the Contract Administrator provides written authorization for the additional work.

ContractConsultProfServicesTemp RR120709.docx

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6. Meet and Confer. Consultant agrees to meet and confer with MPRWA or its agents or employees with regard to services as set forth herein as may be required by MPRWA Contract Administrator to insure timely and adequate performance of this Agreement. 7. Indemnification. Consultant hereby agrees to the following indemnification clause: To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to the MPRWA), indemnify and hold harmless the MPRWA and its officers, designated agents, departments, officials, representatives and employees (collectively "Indemnitees") from and against claims, loss, cost, damage, injury expense and liability (including incidental and consequential damages, court costs, reasonable attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) to the extent they arise out of, pertain to, or relate to, the negligence, recklessness, or willful misconduct of Consultant, any Subconsultant, anyone directly or indirectly employed by them, or anyone that they control (collectively "Liabilities"). Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused in part by the negligence, or willful misconduct of such Indemnitee. Notwithstanding the provisions of the above paragraph, Consultant agrees to indemnify and hold harmless the MPRWA from and against any and all claims, demands, defense costs, liability, expense, or damages arising out of or in connection with damage to or loss of any property belonging to Consultant or Consultant's employees, contractors, representatives, patrons, guests or invitees. Consultant further agrees to indemnify MPRWA for damage to or loss of MPRWA of Monterey property to the proportionate extent they arise out of Consultant's negligent performance of the work associated with this agreement or to the proportionate extent they arise out of any negligent act or omission of Consultant or any of Consultant's employees, agents, contractors, representatives, patrons, guests or invitees; excepting such damage or loss arising out of the negligence of the MPRWA. 8. Insurance. Consultant shall submit and maintain in full force all insurance as described herein. Without altering or limiting Consultant's duty to indemnify, Consultant shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability: Commercial general liability insurance including but not limited to premises, personal injuries, bodily injuries, products, and completed operations, with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Professional Liability Insurance. Consultant shall maintain in effect throughout the term of this Agreement professional liability insurance with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate. Consultant will either maintain or cause to be maintained professional liability coverage in full
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force or obtain extended reporting (tail) coverage (with the same liability limits) for at least three years following MPRWA's acceptance of the work. Commercial automobile liability insurance covering all automobiles, including owned, leased, non-owned, and hired automobiles, used in providing services under this Agreement, with a combined single limit of not less than $1,000,000 per occurrence. Workers' Compensation Insurance. If Consultant employs others in the performance of this Agreement, Consultant shall maintain workers' compensation insurance in accordance with California Labor Code section 3700 and with a minimum of $100,000 per occurrence for employer's liability. Other Insurance Requirements A. All insurance required under this Agreement must be written by an insurance company either: admitted to do business in California with a current A.M. Best rating of no less than A:VI; or an insurance company with a current A.M. Best rating of no less than A:VII.

Exception may be made for the State Compensation Insurance Fund when not specifically rated. B. Each insurance policy required by this agreement shall be endorsed to state that MPRWA shall be given notice in writing at least thirty days in advance of any cancellation thereof, except 10-day notice for nonpayment of the premium. The general liability and auto policies shall: Provide an endorsement naming the MPRWA, its officers, officials, and employees as additional insureds under an ISO CG 20 10 07 04 or ISO 20 37 07 04 or their equivalent. Provide that such insurance is primary and non-contributing insurance to any insurance or self-insurance maintained by the MPRWA. Contain a "Separation of Insureds" provision substantially equivalent to that used in the ISO form CG 00 01 10 01 or their equivalent. Provide for a waiver of any subrogation rights against the MPRWA via an ISO CG 24 01 10 93 or its equivalent. Prior to the start of work under this Agreement, Consultant shall file certificates of insurance and endorsements evidencing the coverage required by this agreement with the MPRWA Risk Management
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Office. Consultant shall file a new or amended certificate of insurance promptly after any change is made in any insurance policy which would alter the information on the certificate then on file. E. Neither the insurance requirements hereunder, nor acceptance or approval of Consultants insurance, nor whether any claims are covered under any insurance, shall in any way modify or change Consultants obligations under the indemnification clause in this Agreement, which shall continue in full force and effect. Notwithstanding the insurance requirements contained herein, Consultant is financially liable for its indemnity obligations under this Agreement. Any deductibles or self-insured retentions must be declared to and approved by the MPRWA. At the option of the MPRWA, either: the insured shall reduce or eliminate such deductibles or self-insured retentions as respects the MPRWA, its officers, officials, employees and volunteers; or Consultant shall provide a financial guarantee satisfactory to the MPRWA guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

F.

9. Ownership of Work. Upon completion of the work under this Agreement, ownership and title to all materials and deliverables produced as part of this Agreement will automatically be vested in the MPRWA and no further agreement will be necessary to transfer ownership to MPRWA. 10. Licensing. Consultant represents that it is properly licensed to perform the work specified under this Agreement, including but not limited to possession of a current MPRWA business license. 11. Termination. This agreement may be terminated by either party upon thirty [30] days written notice to the other party. In the event of such termination, MPRWA shall pay Consultant for all services performed to the satisfaction of MPRWA to the date of receipt of notice of termination. An itemized statement of the work performed to the date of termination shall be submitted to the MPRWA. In ascertaining the services actually rendered hereunder up to the date of termination of this agreement, consideration shall be given to both completed work and work in process of completion and to complete and incomplete drawings and other documents whether delivered to the MPRWA or in the possession of the Consultant. 12. Agency. In performing the services specified under this Agreement, Consultant is hereby deemed to be an independent Consultant and not an agent or employee of MPRWA. 13. Authority of the Contract Administrator. The Consultant shall perform all necessary services provided under the contract and outlined in the proposal and shall do, perform, and carry out said work in a satisfactory and proper manner as determined by and to the satisfaction of the Contract Administrator. The Contract Administrator reserves the right to make changes, additions or deletions, of the scope of work as deemed to be necessary or advisable to implement and carry out the purposes of the contract. The Contract Administrator is authorized to execute the change orders.
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14. Responsibility of Consultant. By executing this agreement, Consultant represents and states to MPRWA that he possesses or will arrange to secure from others all necessary professional capabilities, experience, resources and facilities necessary to provide to MPRWA the services contemplated under this agreement. Consultant further warrants that he will follow the current generally accepted practices of the profession to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding the project for which services are rendered under this agreement. 15. Materials and Equipment. Consultant shall furnish at his own expense all materials and equipment necessary to carry out the terms of this agreement. 16. Digital Files. Consultant shall furnish copies of all deliverables on compact disks (for example, final report) in digital format. Files shall be compatible with the current versions used by PC computers. 17. Audit Authority. Consultant shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this agreement; the accounting and control systems shall be satisfactory to the MPRWA. The MPRWA and the MPRWAs auditor shall be afforded access to the Consultants records, books, correspondence and other data relating to this agreement. The Consultant shall preserve these records, books, correspondence and other data relating to this agreement for a period of four (4) years after final payment, or for such longer period as may be required by law. In addition, Consultant agrees to make said records, books correspondence and other data relating to this agreement available to MPRWA at MPRWAs principal place of business upon seventy-two (72) hours written notice. The Contract Administrator, or his or her designee, shall at all times have the right to inspect the work, services, or materials. Consultant shall furnish all reasonable aid and assistance required by MPRWA for the proper examination of the work or services and all parts thereof. Such inspection shall not relieve Consultant from any obligation to perform said work or services strictly in accordance with the specifications or any modifications thereof and in compliance with the law. 18. Notices. All notices herein provided to be given, or which may be given by either party to the other, shall be considered fully received when made in writing and deposited in the United States mail, certified and postage prepaid, and addressed to the respective parties as follows: Monterey Peninsula Regional Water Authority <TBD>. Contract Administrator c/o Monterey City Clerk Monterey City Hall Monterey, CA 93940 (831) 646-3935

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Consultant <Consultant Name> <Name of Contact> <Title of Contact> <Address of Consultant> <Phone number> 19. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto and supersedes any and all prior agreements, whether oral or written, relating to the subject matter thereof. Any modification of this Agreement will be effective only if it is in writing signed by both parties hereto. 20. Validity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way. 21. Assignment of Interest. The duties under this Agreement shall not be assignable, delegable, or transferable without the prior written consent of MPRWA. Any such purported assignment, delegation, or transfer shall constitute a material breach of this Agreement upon which MPRWA may terminate this Agreement and be entitled to damages. 22. Conflict of Interest. Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 23. Counterparts. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. 24 Laws. Consultant agrees that in the performance of this Agreement it will reasonably comply with all applicable State, Federal and local laws and regulations. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the MPRWA. IN WITNESS WHEREOF, this Agreement is entered into by the parties hereto on the day and year first above written in Monterey, California. MPRWA CONSULTANT __________________________ Consultant Name

__________________________ Mayor or MPRWA Chair

Approved as to form: _______________________ Attorneys Office