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HomeMy WebLinkAboutWest Yost & Associates Inc; 2024-12-23; PSA25-3639UTILPSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 1 AGREEMENT FOR WATER RISK AND RESILIENCE ASSESSMENT SERVICES WEST YOST & ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2024, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California ("CMWD"), and West Yost & Associates, Inc., a California corporation ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in risk and resilience assessment support services. B. Contractor has the necessary experience in providing professional services and advice related to risk and resilience assessment support services. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. 4. TIME IS OF CRITICAL IMPORTANCE Time is of critical importance for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the Agreement term shall not exceed forty- five thousand dollars ($45,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF 23rd December PSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 2 Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF PSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 3 applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 9. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to defend indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF PSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 4 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability (If the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City. 11.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF PSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 5 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD upon the payment for Contractor’s services. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD upon the payment for Contractor’s services to that point. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 16. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Stephanie Harrison Name Andrew Ohrt Title Utilities Technical Services Manager Title Resilience Practice Area Lead Carlsbad Municipal Water District Address 2020 Research Park Dr., Suite 100 Address 5950 El Camino Real Davis, CA 95618 Carlsbad, CARLSBAD 92008 Phone 952-303-9905 Phone 442-339-2310 E-mail aohrt@westyost.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the CMWD Conflict of Interest Code. The Contractor shall report investments or interests as required in the CMWD Conflict of Interest Code. Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF PSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 6 Yes ☐ No ☒ 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF PSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 7 CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 25. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF PSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 8 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 28. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. [signatures on following page] Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF PSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 9 CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad WEST YOST & ASSOCIATES, INC., a California corporation By: By: (sign here) AMANDA L. FLESSE, General Manager, as authorized by the Executive Manager Greg Chung, Vice President (print name/title) ATTEST: By: SHERRY FREISINGER, Secretary (sign here) By: Kathryn Gies, Secretary Deputy Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By: _____________________________ Assistant General Counsel Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF PSA25-3639UTIL General Counsel Approved Version 5/22/2024 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF November 20, 2024 Stephanie Harrison Utilities Technical Services Manager City of Carlsbad Public Works – Utilities Department Email: Stephanie.Harrison@carlsbadca.gov SUBJECT: Risk and Resilience Assessment Support Services Dear Stephanie: West Yost is pleased to submit this letter proposal to the City of Carlsbad (City) for America’s Water Infrastructure Act of 2018 (AWIA) Compliance Support Services – Risk and Resilience Assessment (RRA). We are grateful for the opportunity to continue to support the City to enhance resilience and emergency preparedness capabilities. BACKGROUND AWIA was signed into law in October of 2018. Under this law, utilities are required to conduct a risk and resilience assessments (RRAs) every five years. The City must submit a certification statement to the EPA certifying AWIA compliance for the RRA. For the City, that date is no later than December 31, 2025. Workshops Stakeholder engagement is a key part of West Yost’s approach and is consistent with industry standards for building resilience. West Yost’s workshops are designed to be interactive and collaborative. Workshops are integrated into the scope because they 1) educate stakeholders on the assessment process, 2) obtain consensus on key items such as critical assets and relevant threats/hazards, and 3) are a source of recommendations to management on what should change in the organization to reduce risk and increase resilience. The following workshops are included in the scope: Workshop 1 – Cyber-RRA Workshop 2 – RRA Analysis In addition, the workshops provide the opportunity for staff to better understand AWIA requirements and the different types of risks to the City’s water system. This will help continue to integrate resilience and emergency preparedness into the organizational culture and decision making. PSA25-3639UTIL Exhibit "A" Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF i wESTYOST • Water. Engineered. Stephanie Harrison November 20, 2024 Page 2 SP- Industry Standards West Yost takes an all-hazards approach to address the full range of potential threats and hazards, including malevolent acts, natural hazards, dependency hazards, and proximity hazards approach that considers prevention, protection, preparedness, response, and recovery needs. To do this, we use industry guidance, resources, and best practices. These include the following from the American Water Works Association (AWWA): AWWA J100-21 – Risk and Resilience Management of Water and Wastewater Systems (J100 Standard) and associated J100 Operational Guide AWWA Water Sector Cybersecurity Risk Management Tool and Guidance AWWA G430-20 – Security Practices for Operation and Management (G430 Standard) AWWA G440-17 – Emergency Preparedness Practices (G440 Standard) AWWA M19 – Emergency Planning for Water and Wastewater Utilities, 5th Edition These AWWA standards represent risk and resilience management and emergency preparedness best practices for the water sector. Following these standards demonstrates due diligence. In addition to the AWWA standards, standards from outside the water industry will be considered, as appropriate, to provide a more comprehensive review. These standards include, but are not limited to: AWWA’s G300-14 – Source Water Protection and associated G300 Operational Guide (G300 Standard) AWWA’s M71 – Climate Action Plans: Adaptive Strategies for Utilities Idaho National Laboratory’s Cyber-Informed Engineering Implementation resources EPA’s Climate Resilience Evaluation and Awareness Tool (CREAT) These standards are regularly updated. If a more recent version is available, the project team will use it to support project delivery. Changes From Prior Compliance/Related Efforts Since the City last completed AWIA compliance activities, numerous things have changed, including: Updates to AWWA standards, most prominently J100-21 and the associated Operational Guide. Updates to cybersecurity resources are expected in mid-2024. These updates change how the risks associated with specific threats and hazards are evaluated. Changes to the EPA’s approach to ensuring AWIA compliance and consideration of climate change resilience. More specifically: a. The EPA is expected to exercise its audit authority under the Safe Drinking Water Act to confirm that AWIA compliance actions meet the associated requirements. b. The EPA has released an internal policy that all compliance actions should explicitly account for climate change resilience. Changes to our operating environment – Our understanding of the threats (e.g., cyber) and hazards (e.g., climate change) that are impacting utility operations around the U.S. are continuously evolving. PSA25-3639UTIL Exhibit "A" (Cont.) Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF 1. 2. 3. WESTYOST Stephanie Harrison November 20, 2024 Page 3 SP- Changes to the City’s operations and staff – The City’s organization are continuously evolving as infrastructure investments are made, staff leave, new staff join, and customer demands change. Our scope of services presented below accounts for all of these changes. SCOPE OF SERVICES The following sections summarize the scope of services to complete this project. Based on our understanding of related work previously completed by the City, the previously completed RRA will be updated. Task 1. Project Management The objective of this task is to track work progress and expenditures using proactive communications, quality assurance and quality control to maintain the project schedule and budget. Project Management activities include the following:  Initiation Meeting – West Yost will prepare for and coordinate a project initiation meeting. The project team will review the project approach, scope, and schedule, and finalize schedules for meetings and workshops. At this meeting, we will also: — Prepare for the series of workshops, — Identify the City’s internal and external stakeholder group members, — Identify staff for interviews, and — Establish dates for workshops and progress meetings  Progress Meetings – Conference calls will be held as-needed to review project status, including work completed during the latest report period, work anticipated to be completed during the next reporting period, identified problems/issues that could affect project budget/expenditures and/or schedule, outstanding issues to be resolved, and action items.  Invoices – Monthly invoices and progress reports will be prepared.  Quality Control – In accordance with our internal quality assurance/quality control (QA/QC) policy, quality assurance and quality control will be performed for each of the project deliverables prior to final submission to the City.  Project Closeout Meeting – We will conduct final project closeout activities, including final document delivery and a final progress report. Task 1 Assumptions  The project initiation meeting will be held virtually and up to one hour in duration.  It is assumed the project duration will be six months. Task 1 Deliverables  Monthly status reports, monthly invoices, and project schedule updates. PSA25-3639UTIL Exhibit "A" (Cont.) Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF 4. WESTYOST Stephanie Harrison November 20, 2024 Page 4 SP- Task 2. Risk and Resilience Assessment Under this task, West Yost will work with the City to update the City’s RRA. Task 2.1 Data Request To support updating the RRA, the City will provide West Yost with the following information: Changes in the number of service connections, number of customers, wholesale services. Changes to Critical Facilities, including: a. Address b. Capacity c. Year constructed d. Asset value e. Reduction in system capacity if taken offline Changes to physical security countermeasures at Critical Facilities (ex. site lighting, perimeter fencing, security cameras). Once the information has been provided, West Yost will facilitate a meeting with City staff to review and discuss how changes will impact the remaining steps of the RRA. During the review meeting, the project team will provide an overview of the relevant threats and hazards to the City’s operations. Incidents which may have impacted the City’s operations, if any, will be discussed in detail. The objective of the discussion is to understand how the City performed mitigation and countermeasures that reduced the consequences and vulnerabilities or the incidents. Task 2.2 Cyber-RRA West Yost will conduct a cybersecurity-specific workshop focused on the City’s supervisory control and data acquisition (SCADA) and Information Technology (IT) systems. Workshop 1 – Cyber-RRA West Yost will assist the City with identifying the appropriate members of a Cybersecurity Stakeholder Group to participate in this workshop. Typically, this group consists of staff responsible for the day-to-day secure and reliable operation of the City’s SCADA and IT systems. West Yost will conduct brief site visits to understand the City’s use of SCADA and IT technology. Duration of the site visits is expected to be two hours or less. Interviews will be held during the site visits, to the extent possible. Next, West Yost will facilitate a review of the City’s current cybersecurity practices as previously documented using the AWWA Cybersecurity Tool. The AWWA Cybersecurity Tool is the consensus standard for cybersecurity assessment in the water sector and generates an easy-to-use output for building an AWIA-compliant cybersecurity assessment and improvement plan. The output from the AWWA Tool is a prioritized list of Priorities 1 through 4 recommended cybersecurity controls based on industry standards including the National Institute of Standards and Technology (NIST) Cybersecurity Framework. The workshop will serve to document the status of cybersecurity controls and train utility staff on the use of the AWWA Cybersecurity Tool. This will allow the City staff to continue using the AWWA Cybersecurity Tool as improvements and changes to the system are implemented. West Yost will integrate the findings of this task into the RRA. PSA25-3639UTIL Exhibit "A" (Cont.) Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF 1. 2. 3. WESTYOST Stephanie Harrison November 20, 2024 Page 5 SP- Task 2.2 Analysis of Consequences, Vulnerability and Likelihood Based on the results of Task 2.1 Data Request and the prior RRA, risk will be reevaluated for each threat- asset pair. This task consists of estimating each of the three variables needed to calculate risk, which are: The consequence of a threat/hazard to an asset The vulnerability of an asset to a threat The likelihood of a threat occurring The results will be summarized in the RRA Summary Report. This task includes a detailed evaluation of several specific hazards as described in the following sections. Climate Change Assessment Once the critical assets are determined and potential consequence types evaluated, West Yost will conduct a qualitative evaluation of climate change risk leveraging EPA’s CREAT software application. CREAT was developed by the EPA to assist utility owners and operators with understanding potential climate change threats and assess the related risks to their operations. West Yost will develop a qualitative evaluation of climate risk for integration into the RRA. Seismic-RRA West Yost will update the previously completed seismic risk and consequence analysis for the Maximum Credible Earthquake (MCE) that the City anticipates. The prior analysis was based on HAZUS Technical Manual Chapter 8 for non-linear assets (buildings, reservoirs, and pump stations) and the American Lifelines Alliance (ALA) Seismic Guidelines for Pipelines. Vulnerability Analysis The project team will evaluate the ability of each critical asset and its protective systems to withstand each specified threat or hazard. West Yost will document and account for existing protective systems such as: physical security systems, the City security procedures, backup generators, and existing emergency response capabilities, plans, and protocols. The West Yost team will collect the information to support this portion of the analysis during the site visits included under Task 2.1. The results will be summarized in the RRA Summary Report. Threat Likelihood Analysis West Yost will estimate the threat likelihood (also known as annualized probability or frequency) that a specific threat or hazard will occur for each threat-asset pair retained for analysis. We will use standard information on frequency and severity from sources such as National Oceanic and Atmospheric Administration (NOAA) and United States Geological Survey (USGS), local hazard mitigation plans, and the EPA. The analysis will also account for the utility-specific threat/hazard occurrence information gathered previously. The results will be summarized in the RRA Summary Report. Calculate Risk and Resilience West Yost will calculate risk and resilience for each priority threat-asset pair using the following equation from AWWA’s J100 Standard: Risk = Consequences x Vulnerability x Threat Likelihood (C x V x T) West Yost will also complete the Utility Resilience Index, as presented in AWWA’s J100 Standard. PSA25-3639UTIL Exhibit "A" (Cont.) Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF WESTYOST Stephanie Harrison November 20, 2024 Page 6 SP- Task 2.5 Draft Risk & Resilience Assessment Summary Report Using the consequences, vulnerabilities, and threat likelihoods estimated in Task 2.4, the risks to and resilience of the City operations will be evaluated. West Yost will prepare a draft RRA to summarize the tasks conducted during this project, the results of the workshops and analyses, and the risk and resilience calculations. The cyber-RRA and climate-RRA will also be incorporated into this report. The report will be of sufficient depth and breadth to document that the City used an all-hazards approach and is in compliance with AWIA. Workshop – RRA Analysis The West Yost team will conduct Workshop 3 to review the draft RRA. Based on the workshop, West Yost will revise the RRA and submit the Draft to the City for review. Draft-RRA Submittal Following the workshop, the draft report will be provided to the City for review. Upon receipt of the City’s comments on the draft RRA, West Yost will revise and finalize the document. With completion of this report, the City will be responsible for certifying with the EPA that the RRA is complete. The final step of an RRA is to develop Risk and Resilience Management Strategies (RRMSs). The RRMSs are not required for RRA certification. They are however required for ERP certification. Therefore, West Yost proposed to complete these under a separate scope of services in conjunction with revising the ERP. Once the RRMS are complete, they will be integrated into the RRA, and the document will be finalized. Task 2 Assumptions  The data review meeting is assumed to be up to two hours in duration and will be held virtually.  The cyber-RRA site visit and workshop will occur on the same day. This is estimated to be up to six hours in duration.  The budget assumes that workshops will be held in-person or a mix of in-person and virtual.  The City staff will be available to participate in the workshops.  The City will provide a location to hold the workshops.  The City will certify with the EPA that the RRA is complete. Task 2 Deliverables  The initial data request.  West Yost will prepare meeting and workshop facilitation materials.  West Yost will prepare the draft RRA. PSA25-3639UTIL Exhibit "A" (Cont.) Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF WESTYOST Stephanie Harrison November 20, 2024 Page 7 SP- SCHEDULE West Yost anticipates kicking off this project within two (2) weeks after receiving the notice to proceed. The City’s certification due date is December 31, 2025. It is anticipated that the workshops will be conducted between April and June 2025, depending on City staff availability. PROJECT BUDGET West Yost’s proposed level of effort and budget for each of the tasks described above is shown in Table 1. West Yost will perform the scope of services described above on a time-and-expenses basis, at the billing rates shown in Appendix A, with a not-to-exceed budget of $45,000. Any additional services not included in this scope of services will be performed only after receiving written authorization and a corresponding budget augmentation. Table 1. Estimated Project Hours and Budget Task Level of Effort, hours Estimated Budget, dollars Task 1. Project Management 18 5,495 Task 2. Risk and Resilience Assessment Update 143 39,505 Total Project Hours and Budget 161 $45,000 Thank you for providing West Yost the opportunity to be of continued service to the City. We look forward to working with you on this important project. Please call if you have any questions or require additional information. Sincerely, WEST YOST Andrew Ohrt, PE, CISSP Anne Girtz, PE Resilience Practice Area Lead Project Manager Attachment A. West Yost 2025 Billing Rate Schedule PSA25-3639UTIL Exhibit "A" (Cont.) Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF (/4Ul- WESTYOST West Yost 2025 Billing Rate Schedule Attachment A PSA25-3639UTIL Exhibit "A" (Cont.) Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF (Effective January 1, 2025, through December 31, 2025)* POSITIONS ENGINEERING Principal/Vice President $373 Engineer/Scientist/Geologist Manager I / II $352 /$369 Principal Engineer/Scientist/Geologist I / II $317 /$338 Senior Engineer/Scientist/Geologist I / II $286 /$300 Associate Engineer/Scientist/Geologist I / II $237 /$255 Engineer/Scientist/Geologist I / II $185 /$215 Engineering Aide $111 Field Monitoring Services $138 Administrative I / II / III / IV $102 /$127 /$152 /$168 ENGINEERING TECHNOLOGY Engineering Tech Manager I / II $366 /$369 Principal Tech Specialist I / II $336 /$348 Senior Tech Specialist I / II $308 /$321 Senior GIS Analyst $278 GIS Analyst $264 Technical Specialist I / II / III / IV $196 /$224 /$251 /$280 Technical Analyst I / II $141 /$168 Technical Analyst Intern $113 Cross-Connection Control Specialist I / II / III / IV $147 /$159 /$179 /$198 CAD Manager $222 CAD Designer I / II $172 /$194 CONSTRUCTION MANAGEMENT Senior Construction Manager $355 Construction Manager I / II / III / IV $211 /$226 /$239 /$303 Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1)$190 /$211 /$235 /$244 Apprentice Inspector $172 CM Administrative I / II $91 /$124 Field Services $244 2025 Billing Rate Schedule LABOR CHARGES (DOLLARS PER HOUR) ■Hourly rates include charges for technology and communication, such as general and CAD computer software, telephone calls, routine in-house copies/prints, postage, miscellaneous supplies, and other incidental project expenses. ■Outside services, such as vendor reproductions, prints, and shipping; major West Yost reproduction efforts; as well as engineering supplies, etc., will be billed at the actual cost plus 15%. ■The Federal Mileage Rate will be used for mileage charges and will be based on the Federal Mileage Rate applicable to when the mileage costs were incurred. Travel other than mileage will be billed at cost. ■Subconsultants will be billed at actual cost plus 10%. ■Expert witness services, research, technical review, analysis, preparation, and meetings will be billed at 150% of standard hourly rates. Expert witness testimony and depositions will be billed at 200% of standard hourly rates. * This schedule is updated annually Page 1 of 2 PSA25-3639UTIL Exhibit "A" (Cont.) Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF #wESTYOST • Water. Engineered. (Effective January 1, 2025, through December 31, 2025)* Equipment Charges EQUIPMENT 2" Purge Pump & Control Box $300 /day Aquacalc / Pygmy or AA Flow Meter $28 /day Emergency SCADA System $35 /day Field Vehicles (Groundwater)$1.02 /mile Gas Detector $80 /day Generator $60 /day Hydrant Pressure Gauge $10 /day Hydrant Pressure Recorder, Impulse (Transient)$55 /day Hydrant Pressure Recorder, Standard $40 /day Low Flow Pump Back Pack $135 /day Low Flow Pump Controller $200 /day Powers Water Level Meter $32 /day Precision Water Level Meter 300ft $30 /day Precision Water Level Meter 500ft $40 /day Precision Water Level Meter 700ft $45 /day QED Sample Pro Bladder Pump $65 /day Skydio 2+ Drone (2 hour mimimum)$100 /hour Storage Tank $20 /day Sump Pump $24 /day Transducer Communications Cable $10 /day Transducer Components (per installation)$23 /day Trimble GPS – Geo 7x $220 /day Tube Length Counter $22 /day Turbidity Meter $30 /day Turbidity Meter (2100Q Portable)$35 /day Vehicle (Construction Management)$10 /hour Water Flow Probe Meter $20 /day Water Quality Meter $50 /day Water Quality Multimeter $185 /day Well Sounder $30 /day BILLING RATES 2025 Billing Rate Schedule * This schedule is updated annually Page 2 of 2 PSA25-3639UTIL Exhibit "A" (Cont.) Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF #wESTYOST • Water. Engineered. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/4/2024 License # 0E67768 (925) 918-4540 13056 West Yost & Associates, Inc. 2020 Research Park Drive Suite 100 Davis, CA 95618 A 1,000,000 PSB0009675 9/1/2024 9/1/2025 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A PSA0003122 9/1/2024 9/1/2025 5,000,000A PSE0004755 9/1/2024 9/1/2025 5,000,000 A PSW0005293 9/1/2024 9/1/2025 1,000,000 1,000,000 1,000,000 A Professional Liab.RDP0055741 9/1/2024 Per Claim 1,000,000 A Professional Liab.RDP0055741 9/1/2024 9/1/2025 Aggregate 1,000,000 RE: Asset Management Services - PSA19-549CA All operations of the Named Insured, including the aforementioned project, if any. General Liability: City of Carlsbad/CMWD is included as Additional Insured on Primary & Non-Contributory basis with Waiver of Subrogation included, as required by written contract. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668 - EMC #35050 New York, NY 10163-4668 WESTYOS-01 SUMMANR IOA Insurance Services 3875 Hopyard Road Suite 200 Pleasanton, CA 94588 Gloria Page Gloria.page@ioausa.com RLI Insurance Company X 9/1/2025 X X X X X X Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ {!.,JI&- I Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF RLIPack FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPU 110 04 23 Page 1 of 1 Policy Number: PSE0004755 RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE FORM Item 4. of the declarations is amended to include: Type of Coverage Carrier Eff. Date Exp. Date Limits General Liability Only the Type of Coverage identified in this Schedule of Underlying Insurance by Carrier, policy number and applicable Limits are to be included. RLI Insurance Company 09/01/2024 09/01/2025 Occurrence $ 1,000,000 Aggregate $ 2,000,000 Employee Benefits Liability Only the Type of Coverage identified in this Schedule of Underlying Insurance by Carrier, policy number and applicable Limits are to be included. RLI Insurance Company 09/01/2024 09/01/2025 Each Employee $1,000,000 Aggregate $1,000,000 Employers’ Liability Only the Type of Coverage identified in this Schedule of Underlying Insurance by Carrier, policy number and applicable Limits are to be included. RLI Insurance Company 09/01/2024 09/01/2025 Each Accident: Statutory Limits or $1,000,000 ,whichever is greater Disease Each Employee: Statutory Limits or $1,000,000 ,whichever is greater Disease Policy Limit: Statutory Limits or $1,000,000 ,whichever is greater Business Auto Liability Only the Type of Coverage identified in this Schedule of Underlying Insurance by Carrier, policy RLI Insurance Company 09/01/2024 09/01/2025 Each Accident $1,000,000 Docusign Envelope ID: 56E1B513-5F37-468C-9077-33DA5E5130CF