The URL can be used to link to this page

11-17-20 Agenda PacketAMENDED THURSDAY, NOVEMBER 12, 2020 AG EN DA Poway City Council Council Chamber I 13325 Civic Center Drive I Poway, CA I 92064 November 17, 2020 I 7 p.m. Thank you for participating in your local government and the City of Poway council meetings. Meetings I Regular City Council meetings are held on the first and third Tuesday of the month at 7:00 p.m. Meetings I Pursuant to the Governor's Executive Order N-29-20, a local legislative body is authorized to hold public meetings via teleconferencing and to make public meetings accessible telephonically or otherwise electronically to all members of the public seeking to observe and to address the local legislative body, during the period in which local public officials impose measures to promote social distancing. Although this Regular City Council meeting will be held at the Council Chambers located at 13325 Civic Center Drive, Poway, CA 92064, the Council Chamber will not be open to the public. Remote public participation is encouraged in one of the following ways: To Watch Live: www.poway.org/councilmeetings To Speak and Participate: Go to: www.poway.org/meeting and join using "Computer Audio" If your electronic device has no microphone or speakers: Call: (877) 853 -5247 Enter Meeting ID: 623 291 9830 Enter Participant ID provided on your computer PLEASE NOTE: If you wish to participate, please also read the Speakers section for detailed instructions as it has changed. Public Meeting Access I Residents are strongly encouraged to participate and view remotely at the November 17, 2020 meeting livestream via www.poway.org/councilmeetings (to watch live), via www.poway.org/meeting (to speak and participate), or on Cox Communications Channel 24 and Spectrum Channel 19. Meetings are rebroadcast on Mondays, Thursdays and Fridays at 6 p.m. and Saturday and Sundays at 3 p.m. Council meeting videos are archived and available for viewing on the City's website at www.poway.org/councilmeetings. Submission of written comments concerning items on the agenda is encouraged. Speakers I If viewing online or calling in via telephone, it is highly recommended to log in to the waiting room at least 15 to 30 minutes prior to the commencement of the meeting. Persons wishing Steve Vaus Mayor Caylin Frank Deputy Mayor Dave Grosch Council member Barry Leonard Council member John Mullin Council member to address the Council on matters not on the agenda may do so under Public Comment. Those wishing to speak on items on the agenda may do so when the item is being considered. If you wish to speak and are joining the meeting online, please let the City Clerk know prior to the meeting or the announcement of the item by raising your hand digitally or by submitting a chat. If you are not using your computer's audio, please remember to enter your Participant ID on your computer screen when prompted on the phone. If you choose to call in without logging in online and you wish to speak on an item, you may press *9 when the Mayor asks for speakers at the time that the item you wish to speak on is being considered. You may speak up to three (3) minutes. The Mayor may reduce this time if there are a large number of speakers. PLEASE NOTE: Comments submitted via email will be accepted until 3:00 p.m. of the meeting date and distributed to the City Council as well as be made available online after the meeting. Technical Support I For more information on how to connect, visit www.poway.org/meetinghelp. If you have trouble connecting or accessing the meeting, the Information Technology team is available to help at (858) 668-4451. Agenda Materials I This agenda contains a brief summary of each item the Council will consider. The Agenda and Agenda Packet is posted seven (7) days prior to regular City Council meetings and are available for viewing on the City's website at www.poway.org. Sign up at https://poway.org/list.aspx to receive email notifications when City Council agendas are published online. Items listed on the agenda with a"#" symbol are in preparation. American Disabilities Act Title II I In compliance with the Americans with Disabilities Act of 1990, persons with a disability may request an agenda in appropriate alternative formats as required by Title II. Any person with a disability who requires a modification or accommodation in order to participate in a meeting should direct such request to the City Clerk's office 858.668.4530 at least 24 hours prior to the meeting. The City Council also sits as the City of Poway Planning Commission, Poway Housing Authority, Public Financing Authority and Successor Agency to the Poway Redevelopment Agency CALL TO ORDER: ROLL CALL: PLEDGE OF ALLEGIANCE: MOMENT OF SILENCE: PRESENTATION: 2 of 5 Regular City Council Meeting November 17, 2020 PUBLIC COMMENT: In accordance with State law, an item not scheduled on the agenda may be brought forward by the general public for comment; however, the City Council will not be able to discuss or take action on any issue not included on the agenda. You may speak up to three (3) minutes. Speakers have one opportunity to address the Council under Public Comment. CONSENT CALENDAR: The Consent Calendar may be enacted in one motion by the Council with a Roll Call Vote without discussion unless a Council member, a member of the public, or City Manager requests that an item be removed for discussion. 1. Approval of Reading by Title Only and Waiver of Reading in Full of Ordinances on this Agenda 2. Approval of the October 6, 2020 Regular City Council Meeting Minutes 3. Resolution to Continue the Existence of a Local Emergency within the City of Poway Due to the Novel Coronavirus (COVID-19) Global Pandemic 4. City's Investment Report as of September 30, 2020 5. Resolution Approving the Joint Exercise of Powers Agreement Among the County of San Diego, State of California, Cities of Poway and Santee for the Operation and Maintenance of Goodan Ranch Regional Park 6. Amendment No. 2 to the Affordable Housing and Property Disposition Agreement, Amendment No. 1 to Affordable Housing Authority Regulatory Agreement, and Amended and Restated Notice of Affordability Restrictions on Transfer of Property 7. Approval of Consultant Agreement with Infrastructure Engineering Corporation for Design Services for the Bowron Road Sewer Upsize Project, RFP No. 21-012 8. Award of Contract to Harbor Coating and Restoration for the Swim Center Deck Coating Project, Bid No. 21-005 9. Award of Contract to AToM Engineering Construction Inc. for the Swim Center Valve and Strainer Replacement Project, Bid No. 21-006 ORDINANCES FOR INTRODUCTION: None. ORDINANCES FOR ADOPTION: None. PUBLIC HEARINGS: 10. First Reading of Ordinance Amending Poway Municipal Code Chapter 2.20 (Administrative Appeals) 3 of 5 City Manager's Recommendation: It is recommended that the City Council introduce the Ordinance for first reading by title only, waive further reading, and schedule the adoption of the Ordinance for December 1, 2020. Regular City Council Meeting November 17, 2020 11. Conditional Use Permit 20-003, a Request to Modify an Existing Wireless Telecommunications Antenna Facility at Poway High School City Manager's Recommendation: It is recommended that the City Council take public input and adopt the Resolution. 12. Fiscal Year 2021-2022 Community Development Block Grant Program City Manager's Recommendation: It is recommended that the City Council; 1 )Authorize staff to apply for FY21-22 CDBG funding through the County as identified in this report; 2) Authorize the appropriation of $159,813 to the CDBG Fund (F2410) from the General Fund (F1000), as a loan, to fund the proposed FY21-22 CDBG program upon approval by the County; 3) Authorize the reallocation of $50,562 in CDBG funds from FY18-19 to fund the proposed FY21-22 CDBG program upon approval by the County; and 4) Authorize the City Manager to execute contracts with the County. STAFF REPORTS: 13. Approval of an Amendment to the Agreement with Kennedy/Jenks Consultants, Inc. for Program Management Services, RFQ No. 20-001, and Adoption of the Resolution Approving the California State Treasurer's Debt Issuance Pool Lists, an Agreement with Fieldman, Rollap & Associates, Inc. an Agreement with Stradling Yocca Carlson & Rauth City Manager's Recommendation: It is recommended that the City Council award the Amendment to the Agreement for Program Management Services, RFQ No. 20-001, to Kennedy/Jenks Consultants Inc.; Adopt the resolution approving the California State Treasurer's debt issuance pool lists; Approve an agreement with Fieldman, Rollap & Associates, Inc.; Approve an agreement with Stradling Yocca Carlson & Rauth; and authorize the City Manager to execute the necessary documents. WORKSHOPS: 14. Pre Development Conference 20 001, a Request to Amend the Old Coach Golf Estates Specific Plan to Allow a Resort Hotel with up to 140 Rooms at the Maderas Golf Club This item was removed from the Agenda at the request of the applicant. COUNCIL-INITIATED ITEMS: None. COUNCIL COMMITTEE REPORTS and ANNOUNCEMENTS: Pursuant to AB1234 -(G.C. 53232(d)) CITY MANAGER ITEMS: 4 of 5 Regular City Council Meeting November 17, 2020 CITY ATTORNEY ITEMS: (Including any public report of any action taken in closed session) CLOSED SESSION: 15. Conference with Real Property Negotiator (Gov. Code § 54956.8) Property: APNs 316-140-38 and 316-140-39 City Negotiator: City Manager Chris Hazeltine Persons with whom the City Negotiator May Negotiate: Daniel Ginzburg, Chief Financial Officer (for DAN DEANA Corp.) Under Negotiation: Price and Terms of Payment AD!OURNMENT State of California County of San Diego ) ) ss. ) AFFIDAVIT OF POSTING I, Vaid a Pavo/as, CMC, City Clerk of the City of Poway, hereby declare under penalty of perjury that this notice of a Regular Meeting as called by the City Council of the City of Poway was posted and provided on November 12, 2020 at 12: 10 p.m. Said meeting to be held at 7:00 p.m., November 17, 2020, in the Poway City Council Chambers, 13325 Civic Center Drive, ay, California. Said notice was posted on the Bulletin Board at the entrance to City Hall. N~ l{aida Pa las, C , City Clerk ,, 5 of 5 Regular City Council Meeting November 17, 2020 AGENDA RE PO RT City of Poway DATE: TO: FROM: November 17, 2020 Honorable Mayor and Members of the City Council Vaida Pavolas, City Clerk \j(? (858) 668-4535 or vpavolas@poway.org CITY COUNCIL SUBJECT: Approval of the October 6, 2020 Regular City Council Meeting Minutes Summary: The City Council Meeting Minutes submitted hereto for approval are: • October 6, 2020 Regular City Council Meeting Minutes The Poway City Council sits as the Poway Planning Commission, the Poway Housing Authority, the Public Financing Authority, and the Successor Agency to the Poway Redevelopment Agency. Recommended Action: It is recommended that the City Council approve the October 6, 2020 Regular City Council Meeting Minutes. Public Notification: None. Attachments: A. October 6, 2020 Regular City Council Meeting Minutes Reviewed/ Approved By: Wendy Kaserman Assistant City Manager 1 of7 Reviewed By: Alan Fenstermacher City Attorney Approved By: c~ City Manager November 17, 2020, Item #2 NOTE: These draft meeting minutes are not official until approved by the City Council at the next scheduled meeting. CITY OF POWAY CITY COUNCIL REGULAR MEETING MINUTES October 6, 2020 City Council Chambers 13325 Civic Center Drive, Poway, California (Per Government Code 54953) (Meeting Called to Order as City Council/City of Poway Planning Commission/Poway Housing Authority/Public Financing Authority and Successor Agency to the Poway Redevelopment Agency) CALL TO ORDER Mayor Vaus called the Regular Meeting to order at 7:00 p.m. ROLL CALL John Mullin, Barry Leonard, Dave Grosch, Caylin Frank, Steve Vaus STAFF MEMBERS PRESENT City Manager Chris Hazeltine; Assistant City Manager Wendy Kaserman; City Attorney Alan Fenstermacher; City Clerk Vaida Pavolas; Development Services Director Bob Manis; Finance Director Aaron Beanan; Public Works Director Eric Heidemann; Fire Chief Jon Canavan; Captain Dave Schaller, Sheriff's Department (Note: Hereinafter the titles Mayor, Deputy Mayor, Councilmember, City Manager, Assistant City Manager, City Attorney, City Clerk and Director of Finance shall be used to indicate Mayor/Chair, Deputy MayorNice Chair, Councilmember/Director, City Manager/Executive Director, Assistant City Manager/Assistant Executive Director, City Attorney/Counsel, City Clerk/Secretary and Director of Finance/Finance Officer.) PLEDGE OF ALLEGIANCE Deputy Mayor Frank led the Pledge of Allegiance. MOMENT OF SILENCE Mayor Vaus led a moment of silence. At this time, Mayor Vaus announced that Item 12 would be continued to the Regular City Council Meeting of October 20, 2020. PRESENTATIONS None. 2 of7 November 17, 2020, Item #2 ATTACHMENT A City of Poway -Minutes -October 6, 2020 PUBLIC COMMENT Michael Rennie, via teleconference, spoke regarding Poway Onstage Arts in Education program and shared the new no-cost virtual field trip program for students and families. Kathleen Lippitt submitted email correspondence and spoke via teleconference in support of the ban on flavored tobacco products. CONSENT CALENDAR Motioned by Councilmember Leonard, seconded by Deputy Mayor Frank to approve Consent Calendar Items 1 through 8. Motion carried by the following roll-call vote: Ayes: Noes: Abstained: Absent: Disqualified: Mullin, Leonard, Grosch, Frank, Vaus None None None None 1. Approval of Reading by Title Only and Waiver of Reading in Full of Ordinances on this Agenda 2. Approval of the September 1, 2020 Regular City Council Meeting Minutes 3. Adoption of Resolution No. 20-079 entitled "A Resolution of the City Council of the City of Poway, California, Finding and Declaring the Continued Existence of an Emergency within the City due to the Novel Coronavirus (COVID-19) Global Pandemic" 4. Approval of Agreement with AARC Consultants, LLC for Preparation of the Risk and Resilience Assessment and Emergency Response Plan, RFP No. 21-009 5. Award of Agreement to Woodard & Curran, Inc. for Preparation of the 2020 Urban Water Management Plan, RFP No. 21-004 6. Award of Bid to Knorr Inc. for Pool Maintenance Agreement, RFP No. 21-006 7. Adoption of Resolution No. 20-080 entitled "A Resolution of the City Council of the City of Poway, California, Authorizing the Submittal of an Application for Grant Funds for the Highway Safety Improvement Program (HSIP)"; and Resolution No. 20-081 entitled "A Resolution of the City Council of the City of Poway, California, Authorizing the Submittal of an Application for Grant Funds for the Local Roadway Safety Plan (LRSP) Program" 8. Adoption of Resolution No. 20-082 entitled "A Resolution of the City Council of the City of Poway, California, Appointing a Director and Alternate(s) to the Board of Directors of the California Joint Powers Insurance Authority (JPIA) and Repealing Resolution No. 09-043" ORDINANCES FOR INTRODUCTION None. 3 of7 November 17, 2020, Item #2 City of Poway-Minutes -October 6, 2020 ORDINANCES FOR ADOPTION 9. Second Reading and Adoption of Ordinance No. 844 entitled "An Ordinance of the City Council of the City of Poway, California, Amending Sections 8.68.130, 8.68.145, 8.68.155, and 8.68.170 of Chapter 8.68 (Solid Waste Management) of the Poway Municipal Code" No speakers. Motioned by Mayor Vaus, seconded by Councilmember Grosch to adopt Ordinance No. 844 entitled "An Ordinance of the City Council of the City of Poway, California, Amending Sections 8.68.130, 8.68.145, 8.68.155, and 8.68.170 of Chapter 8.68 (Solid Waste Management) of the Poway Municipal Code." Motion carried by the following roll-call vote: Ayes: Noes: Abstained: Absent: Disqualified: PUBLIC HEARINGS Mullin, Leonard, Grosch, Frank, Vaus None None None None 10. Resolution Confirming and Authorizing Recovery of Costs Incurred to Abate Public Nuisance at 14441 Range Park Road Mayor opened the public hearing at 7: 11 p.m. Mr. Fenstermacher announced that the property owner requested a continuance of the public hearing. No motion was made by the Council to grant the continuance. City Attorney Alan Fenstermacher presented the report along with a PowerPoint presentation showing photos of the public nuisance related to the accumulation of junk. Mr. Fenstermacher explained that the City Attorney's Office obtained an inspection and abatement warrant after extensive efforts to achieve voluntary compliance. He added that the property owners brought the property into reasonable compliance with the Stipulated Judgement and Poway Municipal Code following the issuance of the warrant. Mr. Fenstermacher concluded that the City was entitled to recover the costs incurred to abate the nuisance because the City was forced to obtain a warrant to induce compliance. In response to Council's inquiry and written public comments, Mr. Fenstermacher clarified that a public hearing is required to confirm costs related to a public nuisance and that the Brown Act specifically prohibits this item to be considered in a closed session. Michael Rothbart, property owner, spoke via teleconference regarding his efforts to work with the City to comply with the Stipulated Judgement and bring the property into compliance over the years. Mr. Rothbart expressed concerns with the total costs to be recovered and the use of drones used to take photos of his property. Greg Minshe/1, Lynne Floto, Debi Supergan and Yuri Bohlen, via teleconference, spoke in opposition to staff's recommendation. 4of7 November 17, 2020, Item #2 City of Poway -Minutes -October 6, 2020 In regards to drone photos, Mr. Fenstermacher explained that the drone photos submitted to the City were not basis for the investigation and that onsite inspections were conducted to verify the condition of the property. Mayor closed the public hearing at 7:40 p.m. In response to Council's inquiry, Mr. Fenstermacher clarified that, if the amount is not paid in full, the total amount will be placed as a special assessment on the property tax rolls. Council expressed concerns with staff's extensive efforts to achieve compliance over the years and that the property owner only came into substantial compliance after the issuance of the inspection and abatement warrant. Council discussion included modifying the cost recovery to full amount, half, or one-third of the total costs to be placed on the property tax rolls and holding the remaining balance in abeyance to encourage continued compliance. Motioned by Mayor Vaus to adopt Resolution No. 20-083 entitled "A Resolution of the City Council of the City of Poway, California, Confirming and Authorizing Recovery of the Costs Incurred to Abate a Public Nuisance at 14441 Range Park Road" modifying the amount to recover and collect to one-third the total costs ($4,455.75) and hold the remaining two-thirds of the total amount ($8,911.48) in abeyance pursuant to the conditions set forth in the modified Resolution. Motion carried unanimously. STAFF REPORTS 11. Development Review (DR) 20-008, a request to modify the exterior fac;:ade of the former Atlas Market building and adjacent storefront spaces of the Twin Peaks Plaza shopping center at 14 721-14905 Pomerado Road Director of Development Services Bob Manis clarified that Council is only considering modifications to the exterior fac;:ade of the shopping center and that the new tenant must comply with the use and zoning requirements associated with the center. Associate Planner Scott Nespor presented the report along with a PowerPoint presentation. Mr. Nespor explained that the proposed design complies with the City's General Plan and Municipal Code. He highlighted that the remodel included a modern boxy fac;:ade and would replace the Roman columns with square pillars. Mr. Nespor added that it will use earth tones and retain the living wall feature to the right of the grocery store space. Patrick Conway, Vice President of Regency Center explained that the tenant has signed a lease to occupy the former Atlas Market but cannot yet disclose the name of the new business. Mr. Conway added that the new tenant will be a state-of-the-art grocer. The following speakers submitted email correspondence in support of the proposed remodel: Kim and Andrew MacDonald, Jeniffer Ulrich, Annalisa Parker, Patti Hime, Greg West, John Lingham, John Crosser, Teresita Pfarr, Nichele Mccague, Steve Eggers, and Kyle Laferriere. Dan Krall submitted email correspondence expressing concerns for a delivery etc. Council discussion ensued in support of the remodel and the proposed design to enhance the center. 5 of7 November 17, 2020, Item #2 City of Poway-Minutes -October 6, 2020 Motioned by Mayor Vaus, seconded by Councilmember Mullin, to adopt Resolution No. 20-084 entitled "A Resolution of the City Council of the City of Poway, California, Approving Development Review 20-008 for the Modification of the Exterior Facade of the Secondary Major Tenant Building and Adjacent Storefront Spaces at the Twin Peaks Plaza Shopping Center located at 14721-14905 Pomerado Road; Assessor Parcel Numbers 314-710-30, 314-710-32, 314-710-37, 314-710-36, and 314-710-38." Motion carried unanimously. Item 12 was removed from the agenda and continued to the October 20, 2020 Regular City Council Meeting. 12. Capital Improvement Program Update 13. Authorization to Purchase a Vacuum/Jet-Rod Truck by Cooperative Purchase Agreement and a Passenger Van through Informal Bid Senior Management Analyst Izzy Murguia presented the report. No speakers. Council expressed appreciation for purchasing from a local dealership. In response to Council's inquiry, Mr. Beanan clarified that the City plans for the replacement of its vehicles by annually setting aside a portion of the anticipated replacement costs. He added that sufficient funds were included as part of the Capital Replacement Equipment Fund for the Fiscal Year 2020-21. Motioned by Councilmember Mullin, seconded by Councilmember Leonard, to authorize the purchase of a Vacuum/Jet-Rod Stormwater/Sewer Pipe Cleaning and Excavation Truck in the amount of $527,220.88 from Haaker Equipment Company, through a Sourcewell Cooperative Purchasing Agreement and a Passenger Van in the amount of $31,920.90 from Poway Chrysler Dodge Jeep Ram through an informal bid process for a total estimated cost of $559,141.78, and authorize the City Manager to execute any necessary documents. WORKSHOPS None. COUNCIL-INITIATED ITEMS 14. Partner with Poway Unified School District to Facilitate Distance Learning Mayor Vaus presented the item for Council's consideration. Mayor Vaus explained that based on data received from Poway Unified School District (PUSD) there are 200 City of Poway families who do not have internet access to participate in distance learning. Mayor added that he was proposing to use CDBG-CV funds to provide 200 low-income families with portable hot-spots and one year of dedicated internet access to facilitate distance learning. Assi Friedman submitted email correspondence in opposition to the proposed partnership and suggested that AT&T become an internet provider in Poway's jurisdiction. 6 of7 November 17, 2020, Item #2 City of Poway -Minutes -October 6, 2020 Chris Olps, via teleconference, spoke regarding internet and Wi-Fi devices that are already being supplied to families through the County Office of Education. In response to public comment, Mayor Vaus explained that through conversation with PUS D's Associate Superintendent of Technology and Innovation Dr. Jennifer Burks, she confirmed that there was not enough funding from the County for all PUSD students and that there were 200 Poway families still in need of support. Council expressed support for the initiative. Motioned by Mayor Vaus, seconded by Deputy Mayor Frank, to direct staff to partner with PUSD and to use CDBG-CV funds to support the provision of internet access, so distance learning leaves no family behind. Motion carried unanimously. COUNCIL COMMITTEE REPORTS and ANNOUNCEMENTS: Pursuant to AB1234 -(G.C. 53232(d)) The Mayor and Council made announcements and reported on various events taking place in the City. No action was taken. Councilmember Mullin reported on a recent Metro Wastewater Committee meeting. Councilmember Grosch gave an update on the recent meetings of the San Dieguito Riverpark JPA and Regional Solid Waste Association (RSWA). CITY MANAGER ITEMS: None. CITY ATTORNEY ITEMS: (Including any public report of any action taken in closed session) None. ADJOURNMENT The meeting adjourned at 8:47 p.m. 7 of7 Vaida Pavolas, CMC City Clerk City of Poway, California November 17, 2020, Item #2 November 17, 2020, Item #3DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA REPORT CityofPoway November 17, 2020 Honorable Mayor and Mem~of the City Council Jon M. Canavan, Fire Chief ~ Jon M. Canavan, Fire Chief (858) 668-4461 or jcanavan@poway.org CITY COUNCIL Resolution to Continue the Existence of a Local Emergency Within the City of Poway Due to the Novel Coronavirus (COVID-19) Global Pandemic The Novel Coronavirus (COVID-19) global pandemic continues to cause unprecedented impacts on all economic and social segments of the United States. Federal, state, and county directives, mandates and orders to prevent, control and manage the spread of COVID-19 have, and continue to, impact Poway residents, businesses and visitors. On March 18, 2020, the City Council approved a resolution proclaiming a local emergency. The adopted resolution requires the City Council to either continue the emergency action or declare the emergency ended at each regular meeting. Recommended Action: It is recommended that the City Council approve a resolution continuing the Proclamation of Local Emergency authorizing the City Manager to take necessary actions to protect the public and welfare of the City from the serious and imminent threat of COVI D-19. This action requires a four-fifths (4/5) vote of the City Council. Discussion: The COVID-19 global pandemic continues to impact business, education, healthcare, military, and social segments of the United States. COVID-19 has resulted in a swift economic slowdown and high unemployment rates. Federal, state, and county directives, mandates, orders and guidelines have been issued to prevent, control and manage the spread of COVID-19. While efforts are focused on re-opening the economy and relaxing restrictions, impact on Poway residents, businesses and visitors continues. In response to the COVID-19 global pandemic, and its impact on Poway, the City Manager, serving as Director of Emergency Services for the City of Poway, proclaimed a local emergency on March 13, 2020. On March 18, 2020, the City Council approved Resolution No. 20-013 ratifying the City Manager's Proclamation of Local Emergency. On April 7, April 21, May 5, May 19, June 2, June 16, July 7, July 21, August 4, September 1, September 15, October 6 and October 20, 2020, the City Council approved to continue the emergency action. The adopted resolution requires the City Council to either continue the emergency action or declare the emergency ended at each regular meeting. 1 of 6 November 17, 2020, Item #3Environmental Review: This action is not subject to review under the California Environmental Quality Act (CEQA). Fiscal Impact: As of November 2, 2020, City costs to respond to COVID-19 are estimated at $675,968. This amount differs from the amounts in the COVI D-19 Economic Update staff report presented to Council on September 15, 2020 primarily because the amounts listed here relate to FEMA eligible expenditures. The total fiscal impact is unknown at this time. Per the City Council adopted General Fund Reserve policy, the City maintains a General Fund Reserve of 45 percent of the budgeted annual General Fund operating expenditures, or $20,961,853 as of June 30, 2019. Within that 45 percent, $13,974,863 is set aside for Extreme Events/Public Safety. Based upon the City's reserve policy, there are adequate reserves to cover the costs to respond to this health emergency. Further, staff believes some of the costs are recoverable under State and Federal Disaster programs. Amounts recovered under these programs will be used to replenish the General Fund reserve. Pursuant to the reserve policy, staff will return with a plan to replenish any General Fund reserves not replenished under a State or Federal Disaster program. Staff will recommend applicable budget adjustments prior to the completion of the current fiscal year. In addition to using reserves to respond to COVI D-19, on April 16, 2020, the City Council approved $2,000,000 to fund the Poway Emergency Assistance Recovery Loan (PEARL) program for small businesses. The PEARL program's goal is to offer financial assistance to small businesses located in Poway by complementing existing state and federal loan programs and to provide a financial bridge to businesses to survive the current emergency. The PEARL program funding of $2,000,000 represents approximately 14 percent of the Extreme Events/Public Safety reserve discussed above and provides loans of up to $50,000 to eligible business. As of November 2, 2020, staff has received 79 applications requesting $2,862,165 in loans. Based on staff's review, 35 loans totaling $1,385,326 have been approved. Staff has requested additional information from eight applicants in order to determine their eligibility for the program. Twenty-three loan requests were denied, and 13 businesses have chosen to withdraw their applications. The reasons cited for withdrawing an application has varied from businesses having received funding from other sources, businesses are doing better after re-opening, and others that felt the application process was too burdensome or complicated. One loan of $50,000 for a medical provider has been repaid. The reserve fund will be replenished from the repayment of PEARL loans over a three-year period following the end of the local COVID-19 emergency. This period falls within the General Fund Reserve Policy's direction to fully replenish reserves within five years of use. Public Notification: None. 2 of 6 November 17, 2020, Item #3Attachments: A. Resolution B. Proclamation of Local Emergency Reviewed/ Approved By: Assistant City Manager 3 of 6 Reviewed By: Alan Fenstermacher City Attorney Approved By: City Manager November 17, 2020, Item #3RESOLUTION NO. 20-A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA, FINDING AND DECLARING THE CONTINUED EXISTENCE OF AN EMERGENCY WITHIN THE CITY DUE TO THE NOVEL CORONAVIRUS (COVID-19) GLOBAL PANDEMIC WHEREAS, the Novel Coronavirus (COVID-19) global pandemic in the City of Poway, commencing on or about January 24, 2020 that creates a threat to public health and safety; WHEREAS, Government Code section 8630 and Poway Municipal Code (PMC) Section 2.12.060 empower the City Manager, acting as the Director of Emergency Services, to proclaim the existence of a local emergency when the City is affected by a public calamity, and the City Council is not in session; WHEREAS, on March 13, 2020, the City Manager, acting pursuant to Government Code section 8630 and PMC section 2.12.060, proclaimed the existence of a local emergency based on conditions of extreme peril to the health and safety of persons caused by the Novel Coronavirus (COVID-19) global pandemic; WHEREAS, on March 18, 2020, the City Council, acting pursuant to Government Code section 8630 and PMC section 2.12.065, ratified the existence of a local emergency within seven (7) days of a Proclamation of Local Emergency by the City Manager; WHEREAS, the City Council, acting pursuant to PMC section 2.12.065, approved extending the emergency declaration during regularly scheduled meetings on April 7, April 21, May 5, May 19, June 2, June 16, July 7, July 21, August 4, September 1, September 15, October 6 and October 20, 2020; WHEREAS, Public Contract Code Section 20168 provides that the City Council may pass by four-fifths (4/5) vote, a resolution declaring that the public interest and necessity demand the immediate expenditure of public money to safeguard life, health, or property; WHEREAS, upon adoption of such resolution, the City Manager may expend any sum required in the emergency and report the same to the City Council in accordance with Public Contract Code Section 22050; WHEREAS, if such expenditure is ordered, the City Council shall review the emergency action at each regular meeting, to determine if there is a need to continue the action or if the Proclamation of Local Emergency may be terminated; and WHEREAS, such the Novel Coronavirus (COVID-19) global pandemic constitute an emergency within the terms of Public Contract Code Sections 20168 and 22050 which requires that the City Manager be able to act quickly and without complying with the notice and bidding procedures of the Public Contract Code to safeguard life, health, or property. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway hereby finds and declares: 4of6 ATTACHMENT A November 17, 2020, Item #3Resolution No. 20-Page 2 SECTION 1: An emergency continues to exist within the City as the result of the Novel Coronavirus (COVID-19) global pandemic; and (a) The continuing threat of the Novel Coronavirus (COVID-19) global pandemic requires that the City be able to expend public money in order to safeguard life, health, or property; (b) The City Manager, as the City's Personnel Officer, is authorized to take actions necessary to alter employee leave policies and ensure a safe and healthy workforce; (c) The City Manager is authorized to safeguard life, health, or property without complying with notice or bidding procedures; and (d) Once such expenditure is made, the City Manager shall report the conditions to the City Council at each regular meeting, at which time the City Council shall either continue the emergency action or declare the emergency ended. SECTION 2: This Proclamation of Local Emergency and all subsequent resolutions in connection herewith shall require a four-fifths (4/5) vote of the City Council. PASSED, ADOPTED AND APPROVED at a Regular Meeting of the City Council of the City of Poway, California on the 17th day of November, 2020 by the following vote, to wit: AYES: NOES: ABSENT: DISQUALIFIED: Steve Vaus, Mayor ATTEST: Vaida Pavolas, CMC, City Clerk 5 of 6 November 17, 2020, Item #3PROCLAMATION OF LOCAL EMERGENCY WHEREAS, section 2.12.060 of the Poway Municipal Code empowers the Director of Emergency Services to proclaim the existence or threatened existence of a local emergency when the City is affected or likely to be affected by a public calamity and the City Council is not in session; WHEREAS, the City Manager, as Director of Emergency Services of the City of Poway, does hereby find that conditions of extreme peril to the safety of persons and property have arisen within the City of Poway, caused by the Novel Coronavirus (COVID-19) commencing on January 24, 2020; WHEREAS, that the City Council of the City of Poway is not in session and cannot immediately be called into session; and WHEREAS, this Proclamation of Local Emergency will be ratified by the City Council within seven days of being issued. NOW, THEREFORE, IT IS HEREBY PROCLAIMED by the Director of Emergency Services for the City of Poway, that a local emergency now exists throughout the City and that said local emergency shall be deemed to continue to exist until its termination is proclaimed by the City Council; IT IS FURTHER PROCLAIMED AND ORDERED that during the existence of said local emergency the powers, functions, and duties of the emergency organization of this City shall be those prescribed by state law, ordinances, and resolutions of this City, and by the City of Poway Emergency Plan; and IT IS FURTHER PROCLAIMED AND ORDERED that a copy of this Proclamation of Local Emergency be forwarded to the State Director of the Governor's Office of Emergency Services with a request that; 1. The State Director find the Proclamation of Local Emergency acceptable in accordance with provisions of the Natural Disaster Assistance Act; and 2. The State Director forward this Proclamation, and request for a State Proclamation and Presidential Declaration of Emergency, to the Governor of California for consideration and action. PASSED AND ADOPTED by the Director of Emergency Services for the City of Poway this 13th day of March 2020. Chr~ Director of Emergency Services 6 of6 ATTACHMENT B November 17, 2020, Item #4AG EN DA REPORT City of Poway DATE: TO: FROM: CONTACT: SUBJECT: Summary: November 17, 2020 Honorable Mayor and Members of the City Council Aaron Beanan, Director of Finance Ab Aaron Beanan, Director of Finance (858) 668-4411 or abeanan@poway.org City's Investment Report as of September 30, 2020 CITY COUNCIL Quarterly reports of investments are required to be presented to the City Council per state code and the City's Investment Policy. For your information, attached is an investment portfolio report as of September 30, 2020. Recommended Action: It is recommended that the City Council accept and file the attached report. Discussion: Pursuant to Government Code Sec. 53646(b)(1) and the City's Investment Policy, the Finance Director (i.e., Treasurer) renders a quarterly investment report to the City Council concerning the investment portfolio's earnings and performance results. In accordance with the Investment Policy, the quarterly report includes information such as the investment type, issuer, date of maturity, par value, amount invested, current market value, and the source of the market value information. The City is in compliance with its adopted investment policy, and the City's investment program provides sufficient liquidity to meet its cash flow requirements for the next six months. The fair value of the City's investment portfolio as of September 30, 2020, was $116,101,815. It consisted of the following: Investment Portfolio Total Deposits at CalTRUST $ 23,233,568 Deposits at the Local Agency Investment Fund (LAIF) 21,774,271 U. S. Treasury Notes 10,841,160 U. S. Instrumentalities 38,487,404 Corporate Notes 21,765,412 Fair Value of Investment Portfolio as of September 30, 2020 $116,101,815 1 of 27 November 17, 2020, Item #4The attached portfolio report (attachment B) and investment report (attachment C) were prepared by the City's investment manager, Insight Investment, with input from the City's Finance Department. The portfolio report includes all investments while the investment report includes only those investments managed by Insight Investment. All City funds, including the General Fund, Water Fund, Wastewater Fund and others -except those identified in Attachment D, are pooled and invested, with earned interest allocated quarterly based on the average daily cash balance in each fund. The funds on deposit at LAIF and CalTRUST earn interest at variable rates. The interest rate for the month ending September 30, 2020, is estimated at 0.69% for LAIF, 0.69% for the CalTRUST short-term fund, and 1.09% for the CalTRUST medium-term fund. The values of fixed income securities, as legal investment tools authorized under California government codes, are closely tied with interest rates. As interest rates go up, the market values of the securities go down, and vice versa. This is known as interest rate risk or market risk. A portfolio's duration is a common measurement of interest rate risk. Due to anticipated actions of the Federal Reserve, the Finance Department, in conjunction with Insight Investment, has been increasing the duration of the externally managed investment portfolio since July 2019 by investing in longer-term investments (e.g. treasuries and corporate notes). The portfolio's weighted average duration is currently just under 2 years. This duration helps preserve the City's interest earning ability in an environment of declining interest rates as well as help increase market value. In response to the COVID-19 pandemic, the Federal Reserve lowered the target federal funds rate by 50 basis points on March 3, 2020 and 100 basis points on March 16, 2020. The target federal funds rate is currently between 0.00 percent and 0.25percent. The Federal Reserve affirmed this target at their July 29, 2020 meeting. As of August 2020, the portfolio's purchase yield was 1.94 percent while 2-Year Treasury Notes were 0.35 percent. The yield differential is directly a result of increasing the portfolio's duration. For fixed income securities, the difference between amortized cost and fair value is considered an unrealized gain or loss. A realized loss is when the principal of the security is redeemed before its maturity date at a fair value lower than its amortized cost value. The amortized cost value of the externally managed investment portfolio is $68,959,793; the fair value is $71,093,976 for an unrealized gain of $2,134,183 or 3.09% of the total amortized cost value. The source of the fair value information for the U.S. Treasury Notes, the U.S. Instrumentalities, Corporate Notes, and Municipal Bonds is Interactive Data Corporation. Also included with this report are recaps of the City's cash and investments held by fiscal agents, non-managed investments, and cash on hand. The total book value of the cash and investments held by our fiscal agent, U.S. Bank, at September 30, 2020, was $466,292. The source of the market value information for these investments was U.S. Bank. The total book value of the non-managed investments was $28,874 at September 30, 2020. The City's cash on hand at September 30, 2020, totaled $1,959,989. The September 30, 2020 balance of the City's Library Trust Fund was $258,627. Through the Fiscal Year 2020-21 period ending September 30, 2020, no transfer of interest earnings has been made to the General Fund. At the close of Fiscal Year 2020-21, 90% of the Library Trust Fund's interest earnings will be transferred to the General Fund to partially offset library operating expenses. Environmental Review: This action is not subject to review under the California Environmental Quality Act (CEQA). 2 of27 November 17, 2020, Item #4Fiscal Impact: The externally managed investment portfolio earned $135,086 interest during September 2020, as well as $143,177 interest during August 2020, and $148,455 during July 2020. Fees for investment services during this period totaled $9,306. Public Notification: None. Attachments: A. Investment Statistics B. Investment Portfolio Report prepared by Insight Investment C. Investment Report Prepared by Insight Investment D. City of Poway Investments and Cash with Fiscal Agent; General, Payroll, and Petty Cash Report at September 30, 2020 Reviewed/ Approved By: Assistant City Manager 3 of27 Reviewed By: Alan Fenstermacher City Attorney Approved By: c~ City Manager November 17, 2020, Item #4City of Poway Investment Statistics Separately Managed Investment Pools Fair Value: CalTRUST Short-Term Deposits CalTRUST Medium-Term Deposits Deposits at the Local Agency Investment Fund (LAIF) Total Fair Value Weighted Average Yield Effective Average Duration in days Weighted Average Maturity in days Externally Managed Investment Pools Fair Value: U. S. Treasury Notes U. S. Instrumentalities Corporate Bonds Total Fair Value Amortized Cost Value: U. S. Treasury Notes U. S. Instrumentalities Corporate Bonds Total Amortized Cost Value Unrealized Gain (Loss) Accrued Interest Earned Weighted Average Yield Effective Average Duration in years Weighted Average Maturity in years Total Fair Value of Portfolio Assets Weighted Average Yield Effective Average Duration in years Weighted Average Maturity in years Glossary of Yield Terminology September June 2019 2020 11,203,088 11,423,336 11,368,110 11,764,854 8,602,474 27,201,429 31,173,672 50,389,619 2.20% 1.19% 1 1 1 1 15,015,768 12,882,811 44,304,426 42,142,444 23,623,155 21,372,330 82,943,349 76,397,585 14,927,719 12,426,569 44,084,166 41,000,597 23,552,153 20,666,696 82,564,038 74,093,862 379,311 2,303,723 140,948 140,514 2.01% 1.94% 1.91 2.03 2.02 2.17 114,117,021 126,787,204 2.06% 1.64% 1.39 1.22 1.47 1.31 Coupon: A bond's coupon is the periodic interest payment made to the holder of the fixed income security during the life of the bond. Coupon payments can be made monthly, quarterly, or annually. Book Yield: The Book Yield is that rate of return that will make the present value of the future cash flows of a fixed income security equal to the price paid for the security. This assumes that the security will be held to its maturity. Current Yield: Annual rate of return on an investment expressed as a percentage. Current Yield of a fixed income security is the annualized earnings (coupon) divided by the bond's market value as of the valuation date. One Year Total Yield: The One Year Total Yield or One Year Return represents the portfolio's percentage change over a year's time, factoring in interest payments, changes in market value and reinvestment of distributions. September 2020 11,434,570 11,798,998 21,774,271 45,007,839 0.79% 1 1 10,841,160 38,487,404 21,765,412 71,093,976 10,425,075 37,468,630 21,066,088 68,959,793 2,134,183 135,086 1.94% 1.96 2.07 116,101,815 1.49% 1.20 1.27 Weighted Average Yield: The total yield on a bond portfolio divided by the number of bonds contained in it, weighted for the size of each bond so that the yield of large holdings does not drown out the calculation of yields on small holdings. Yield to Maturity: The Yield to Maturity (YTM) or Market Yield to Maturity of a fixed income security is that rate of interest that will make the present value of the future cash flows equal to the market value as of the valuation date, assuming the bond is held to maturity. 4 of 27 ATTACHMENT A November 17, 2020, Item #4City of Poway Monthly Investment Portfolio Report September 30, 2020 Separately Managed Investment Pools % Return LAIF $ 21,774,271 48% 0.68% CalTrust -Short $ 11,434,570 25% 0.69% CalTrust -Medium $ 11,798,998 26% 1.09% Total Internally Managed $ 45,007,839 39% Weighted Average Yield 0.79% Days Effective Average Duration -Internal 1 Weighted Average Maturity -Internal 1 Externally Managed Assets % Return Treasury Securities $ 10,841,160 15% 1.91% Instrumentality Securities $ 38,487,404 54% 1.95% Corporate Notes $ 21,765,412 31% 1.94% Total Externally Managed $ 71,093,976 61% Weighted Average Yield 1.94% Years Effective Average Duration -External 1.96 Weighted Average Final Maturity -External 2.07 Total Portfolio Assets % Return LAIF $ CalTrust -Short $ CalTrust -Medium $ Treasury Securities $ Instrumentality Securities $ Corporate Notes $ Total Portfolio Assets $ Weighted Average Yield Effective Average Duration -Total Weighted Average Maturity -Total Portfolio Change Beginning Balance Ending Balance Assets values shown at Market 5 of 27 21,774,271 19% 0.68% 11,434,570 10% 0.69% 11,798,998 10% 1.09% 10,841,160 9% 1.91% 38,487,404 33% 1.95% 21,765,412 19% 1.94% 116,101,815 1.49% Years 1.20 1.27 $ $ CalTrust -Short, 25% Corporate Notes, 31%_ Corporate Notes 23% Instrumentality Securities 41% 117,257,736 116,101,815 ATTACHMENT B LAIF, 48% Treasury Securities, 15% Instrumentality Securities, 54% CalTrust -Short CalTrust -12% Medium Treasury 11% November 17, 2020, Item #4ATTACHMENT C November 17, 2020, Item #4...., Contents 0 .... N ...., Fixed income market review 3 Activity and performance summary 4 Recap of securities held 6 Maturity distribution of securities held 7 Securities held 8 GASB 40-Deposit and investment risk disclosure 14 Securities sold and matured 18 Transaction report 19 Additional information 20 November 17, 2020, Item #400 0 ..... N ..... FIXED INCOME MARKET REVIEW As of September 30, 2020 Chart 1: Retail sales slow 20 15 10 5 0 -5 -•O -15 -20 .-\ug-15 Aug-16 :\ug-1-:-_-\ug-1S --Retail sales slow Source: Bloomberg Finance LP, September 30, 2020. Chart 2: Continuing jobless claims continue recovery 30 2j l 20 ·r. l Jj ~ 10 5 0 .-\.ug-1& .-\ug-20 Sep-!.& Dec-l S .:'\Iar-19 Ju:1-I& Sep--19 Dec-19 :\lar-20 Jun-20 Sep--:20 --Contini.:.ing jobless claims Source: Bloomberg Finance LP, September 30, 2020. CITY OF POWAY Economic Indicators and Monetary Policy The Federal Reserve (Fed) projects no change to its policy until late 2023. The Fed said it is committed to keeping the target range for the federal funds rate at 0% to 0.25% until "labor market conditions have reached levels consistent with the Committee's assessment of maximum employment". The committee's 'dot plot' reflected a median expectation that rates will remain unchanged until at least 2023. The Fed reiterated its new policy of targeting an average inflation level of 2% and stated it would be content to see inflation rise above this for 'a sustained period' before raising interest rates. The Fed also revised its economic outlook, with its forecast for this year's GDP raised from a contraction of 6.5% to one of just 3. 7%. However, at the same time, it slightly lowered its forecasts beyond 2020. Retail sales weakened over the period. Although the figure for August rose 0.6% over the month, this continued a weakening trend in the growth rate evident since the marked rebound in retail sales in May (Chart 1). In terms of the labor market, initial and continuing claims continued to fall, albeit at a slowing rate (Chart 2). However, by the end of the month they reflected a disproportionate rise in cases on the West Coast -indicated they were impacted by the effects of wildfires. The unemployment rate, however, fell more than expected to 8.4%. The labor force participation rate rose from 61.4% to 61.7%. On the fiscal policy front, Congress remained gridlocked on a further COVID-19 stimulus package. Interest Rate Summary The yield curve did not shift materially during the month. At the end of September, the 3-month US Treasury bill yielded 0.09%, the 6-month US Treasury bill yielded 0.10%, the 2-year US Treasury note yielded 0.13%, the 5-year US Treasury note yielded 0.28% and the 10-year US Treasury note yielded 0.69%. 3 November 17, 2020, Item #4\D 0 ACTIVITY AND PERFORMANCE SUMMARY For the period September 1, 2020 -September 30, 2020 ;::; I Amortized Cost Basis Activity Summary -...J Opening balance 70,986,859.49 Income received 152,337.50 Total receipts 152,337.50 Total disbursements o.oo lnterportfolio transfers (2, 152,337.50) Total lnterportfollo transfers Realized gain (loss) Change in accruals from security movement Total amortization expense Total 01D/MKT accretion Income Return of capital Closing balance Ending fair value Unrealized gain (loss) Com12arative Rates of Return {%} * Twelve * Six month trailing month trailing Fed Funds 0.76 0.04 Overnight Repo 0.78 0.05 Merrill Lynch 3m US Treas Bill 0.70 0.05 Merrill Lynch 6m US Treas Bill 0.70 0.05 ML 1 Year US Treasury Note 0.74 0.08 ML 2 Year US Treasury Note 0.76 0.08 ML 5 Year US Treasury Note 0.85 0.16 * rates reflected are cumulative (2,152,337.50) 0.00 0.00 (30,880.76) 3,814.59 0.00 68,959,793.32 71,093,975.85 2, 134, 182.53 * One month 0.01 0.01 0.01 0.01 0.01 0.01 0.02 Detail of Amgrtized Cost Basis Return Interest Accretion Realized earned (amortization) gain (loss) Corporate Bonds 47,720.29 (15,813.18) 0.00 Government Agencies 70,378.39 (10,621.02) 0.00 Government Bonds 16,986.99 (631 .97) 0.00 Total 135,085.67 (27,066.17) 0.00 Summary of Amortized Cost Basis Return for the Period Interest earned Accretion (amortization) Realized gain (loss) on sales Total income on portfolio Average daily amortized cost Period return (%) YTD return (%) Weighted average final maturity in days CITY OF POWAY Total income 31,907.11 59,757.37 16,355.02 108,019.50 Total portfolio 135,085.67 (27,066.17) 0.00 108,019.50 69,840,723.35 0.15 1.46 757 4 November 17, 2020, Item #4... 0 ACTIVITY AND PERFORMANCE SUMMARY For the period September 1, 2020 -September 30, 2020 ~ I Fair Value Basis Activity Summary .....i Opening balance 73,244, 196.30 Income received Total receipts Total disbursements lnterportfolio transfers Total lnterportfollo transfers Unrealized gain (loss) on security movements Change in accruals from security movement Return of capital Change in fair value for the period Ending fair value 152,337.50 (2,152,337.50) Comparative Rates of Return{%} * Twelve * Six month trailing month trailing Fed Funds 0.76 0.04 Overnight Repo 0.78 0.05 ICE BofAML 3 Months UST-BILL 1.10 0.06 ICE ML 6m US Treas Bill 1.54 0.06 ICE ML 1 Year US Treasury Note 2.37 0.05 ICE ML US Treasury 1-3 3.58 0.24 ICE ML US Treasury 1-5 4.60 0.42 * rates reflected are cumulative 152,337.50 0.00 (2,152,337.50) 0.00 0.00 0.00 (150,220.45) 71,093,975.85 * One month 0.01 0.01 0.01 0.02 0.04 O.o3 0.02 Detail of Fair Value Basis Return Interest Change in earned fair value Corporate Bonds 47,720.29 (77,868.56) Government Agencies 70,378.39 (57,984.74) Government Bonds 16,986.99 (14,367.15) Total 135,085.67 (150,220.45) Summary of Fair Value Basis Return for the Period Interest earned Change in fair value Total income on portfolio Average daily total value* Period return(%) YTD return (%) Weighted average final maturity in days * Total value equals market value and accrued interest CITY OF POWAY Total income (30,148.27) 12,393.65 2,619.84 (15,134.78) Total portfolio 135,085.67 (150,220.45) (15,134.78) 72,457,684.53 (0.02) 3.65 757 5 November 17, 2020, Item #4--0 ..... N ...., RECAP OF SECUR ITIES HELD As of September 30, 2020 Corporate Bonds Government Agencies Government Bonds Historical cost 21,194,571.00 37,600,279.96 10,433,632.28 Amortized cost Fair value 21,066,088.37 21,765,412.16 37,468,629.98 38,487,403.52 10,425,074.97 10,841,160.17 Unrealized gain (loss) 699,323.79 1,018,773.54 416,085.20 Portfolio diversification (%) ■ Corporate Bonds Weighted Percent average of final portfolio maturity (days) 936 618 890 30.62 54.31 15.07 ■ GovernmentAgencies 30.62 54.31 15.07 ■ Government Bonds Total 100.00 Weighted average effective duration (years) 2.32 1.65 2.37 CITY OF POWAY 6 November 17, 2020, Item #4...a. N 0 ..... N ..... MATURITY DISTRIBUTION OF SECURITIES HELD As of September 30, 2020 Maturity Under 90 days 90 to 179 days 180 days to 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Historic cost 5,972,611.00 999,265.00 5,997,793.00 15,407,306.57 25,274,916.35 15,576,591.32 0.00 0.00 Percent 8.63 1.44 8.66 22.26 36.51 22.50 0.00 0.00 69,228,483.24 100.00 Maturity distribution 30.00 E 25.00 .§. 20.00 +"' V'I 0 u 15.00 ~ u ·;::: 10.00 0 +"' V'I :i: # # ~ # ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 0 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 'V<::'-Q:,~ ~fl>'"I 0 q,~ "' CITY OF POWAY 7 November 17, 2020, Item #4SECURITIES HELD CITY OF POWAY As of September 30, 2020 -w acusip/ Coupon Maturity/ Par value or Historical cost/ Amortized cost/ Fair value/ Unrealized Interest Interest Total % NDescription Call date shares Accrued interest Accretion Change in fair gain received earned accrued Port .... purchased (amortization) value (loss) interest cost Corporate Bonds 191216BT6 1.875 10/27/2020 2,000,000.00 1,987,240.00 1,999,666.81 2,002,314.82 2,648.01 0.00 3,020.83 15,937.50 2.87 COCA-COLA CO/THE 1.875% 0.00 370.21 (2,910.18) 27OCT2020 68389XBB0 2.500 05/15/2022 1,500,000.00 1,542,555.00 1,532,903.35 1,546,986.24 14,082.89 0.00 3,020.83 14,062.50 2.23 ORACLE CORP 2.5% 03/15/2022 0.00 (1,880.19) (3,759.89) 15MA Y2022 (CALLABLE 15MAR22) 89233P7F7 2.625 01/10/2023 2,000,000.00 2,001,380.00 2,000,860.53 2,093,938.12 93,077.59 0.00 4,229.17 11 ,666.67 2.89 TOY OT A MOTOR CREDIT CORP 0.00 (31.49) (5,985.58) 2.625% 1 0JAN2023 084670BR8 2. 750 03/15/2023 1,000,000.00 1,021,370.00 1,014,025.66 1,053,392.23 39,366.57 13,750.00 2,215.27 1,145.83 1.48 BERKSHIRE HATHAWAY INC 01/15/2023 0.00 (510.02) (4,207.79) 2. 75% 15MAR2023 (CALLABLE 15JAN23) 931142DH3 2.550 04/11/2023 1,000,000.00 1,015,270.00 1,010,005.32 1,051,268.93 41,263.61 0.00 2,054.16 11,970.83 1.47 WALMART INC 2.55% 01/11/2023 0.00 (365.61) (4,552.57) 11 APR2023 (CALLABLE 11JAN23) 037833AK6 2.400 05/03/2023 1,000,000.00 1,007,920.00 1,005,453.40 1,052,876.73 47,423.33 0.00 1,933.33 9,800.00 1.46 APPLE INC 2.4% 03MAY2023 0.00 (175.35) (2,803.27) 166764BK5 2.566 05/16/2023 1,500,000.00 1,552,215.00 1,542,095.08 1,582,550.94 40,455.86 0.00 3,100.58 14,326.83 2.24 CHEVRON CORP 2.566% 03/16/2023 0.00 (1,425.34) (4,530.45) 16MA Y2023 (CALLABLE 16MAR23) 69353RFL7 3.500 06/08/2023 1,900,000.00 1,995,436.00 1,966,553.00 2,042,082.11 75,529.11 0.00 5,356.95 20,688.89 2.88 PNC BANK NA 3.5% 08JUN2023 05/09/2023 0.00 (2,126.29) (10,525.87) (CALLABLE 09MA Y23) 94988J5R4 3.550 08/14/2023 1,000,000.00 1,050,350.00 1,037,501.04 1,082,601.91 45,100.87 0.00 2,859.72 4,536.11 1.52 WELLS FARGO BANK NA 3.55% 07/14/2023 0.00 (1,120.55) (4,262.60) 14AUG2023 (CALLABLE 14JUL23) 8 November 17, 2020, Item #4SECURITIES HELD CITY OF POWAY As of September 30, 2020 ~ ~ acusip/ Coupon Maturity/ Par value or Historical cost/ Amortized cost/ Fair value/ Unrealized Interest Interest Total % NDescription Call date shares Accrued interest Accretion Change in fair gain received earned accrued Port ...... purchased (amortization) value (loss) interest cost Corporate Bonds 68389XBL8 2.400 09/15/2023 1,000,000.00 1,008,750.00 1,006,047.97 1,051,766.25 45,718.28 12,000.00 1,933.33 1,000.00 1.46 ORACLE CORP 2.4% 07/15/2023 0.00 (180.54) (4,919.95) 15SEP2023(CALLABLE 15JUL23) 17325FAS7 3.650 01/23/2024 1,400,000.00 1,484,224.00 1,468,738.60 1,534,381.41 65,642.81 0.00 4,116.39 9,510.28 2.14 CITIBANK NA 3.65% 12/23/2023 0.00 (1,773.14) (6,564.22) 23JAN2024 (CALLABLE 23DEC23) 91159HHV5 3.375 02/05/2024 1,900,000.00 1,999,636.00 1,976,070.37 2,067,273.55 91,203.18 0.00 5,165.63 9,796.88 2.89 US BANCORP 3.375% 01/05/2024 0.00 (1,942.22) (10,698.63) 05FEB2024(CALLABLE 05JAN24) 17275RAN2 3.625 03/04/2024 1,000,000.00 1,070,370.00 1,058,045.84 1,108,058.04 50,012.20 18,125.00 2,920.14 2,618.06 1.55 CISCO SYSTEMS INC 3.625% 0.00 (1,411.17) (4,272.26) 04MAR2024 06051GHF9 3.550 03/05/2024 1,350,000.00 1,445,445.00 1,437,909.87 1,437,696.36 (213.51) 23,962.50 3,860.63 3,328.13 2.09 BANK OF AMERICA CORP 03/05/2023 0.00 (3,014.05) (7,632.90) 3.55% 05MAR2024 (CALLABLE 05MAR23) 02665WCZ2 2.400 06/27/2024 1,000,000.00 1,012,410.00 1,010,211.53 1,058,224.52 48,012.99 0.00 1,933.33 6,200.00 1.46 AMERICAN HONDA FINANCE 0.00 (227.43) (242.40) 2.4% 27JUN2024 Total Corporate Bonds 20,550,000.00 21,194,571.00 21,066,088.37 21,765,412.16 699,323.79 67,837.50 47,720.29 136,588.51 30.62 0.00 (15,813.18) (77,868.56) - Government Agencies 3130AEWA4 2.625 10/01/2020 2,000,000.00 1,990,580.00 1,999,986.39 2,000,000.00 13.61 0.00 4,229.17 26,104.17 2.88 FEDERAL HOME LOAN BANK 0.00 422.00 (4,077.86) 2.625% 01 OCT2020 3133EGM51 1.650 12/01/2020 1,000,000.00 996,971.00 999,871.42 1,002,572.89 2,701.47 0.00 1,329.17 5,454.17 1.44 FEDERAL FARM CREDIT BANK 0.00 63.24 (1,248.03) 1.65% 01 DEC2020 9 November 17, 2020, Item #4SECURITIES HELD CITY OF POWAY As of September 30, 2020 ...a. u, g_cusip/ Coupon Maturity/ Par value or Historical cost/ Amortized cost/ Fair value/ Unrealized Interest Interest Total % NDescription Call date shares Accrued interest Accretion Change in fair gain received earned accrued Port -.J purchased (amortization) value (loss) interest cost Government Agencies 3130A3UQ5 1.875 12/11/2020 1,000,000.00 997,820.00 999,858.65 1,003,430.60 3,571.95 0.00 1,510.41 5,677.08 1.44 FEDERAL HOME LOAN BANK 0.00 59.73 (1,251 .24) 1.875% 11 DEC2020 3133EKAJ5 2.500 02/11/2021 1,000,000.00 999,265.00 999,865.90 1,008,521 .17 8,655.27 0.00 2,013.89 3,402.78 1.44 FEDERAL FARM CREDIT BANK 0.00 30.71 (2,015.52) 2.5% 11 FEB2021 3133EJJD2 2.540 04/05/2021 1,000,000.00 1,004,390.00 1,001, 112.53 1,012,185.68 11,073.15 0.00 2,046.11 12,347.22 1.45 FEDERAL FARM CREDIT BANK 0.00 (180.42) (1,961 .73) 2.54% 05APR2021 313379RB7 1.875 06/11/2021 1,000,000.00 985,600.00 995,624.21 1,012,138.73 16,514.52 0.00 1,510.41 5,677.08 1.42 FEDERAL HOME LOAN BANK 0.00 523.00 (1,766.10) 1.875% 11JUN2021 3135G0U35 2.750 06/22/2021 2,000,000.00 2,017,500.00 2,005,716.96 2,037,754.18 32,037.22 0.00 4,430.55 14,972.22 2.91 FANNIE MAE 2.75% 22JUN2021 0.00 (654.61) (4,146.40) 3133EKCB0 2.500 07/01/2021 1,000,000.00 999,030.00 999,688.91 1,017,612.21 17,923.30 0.00 2,013.89 6,180.56 1.44 FEDERAL FARM CREDIT BANK 0.00 34.44 (1,738.66) 2.5% 01JUL2021 3137EAEC9 1.125 08/12/2021 1,000,000.00 991,273.00 995,385.04 1,008,467.64 13,082.60 0.00 906.25 1,500.00 1.43 FREDDIE MAC 1 .125% 0.00 443.74 (832.31) 12AUG2021 3135G0Q89 1.375 10/07/2021 1,900,000.00 1,890,631.10 1,894,669.17 1,923,499.54 28,830.37 0.00 2,104.51 12,554.51 2.73 FANNIE MAE 1.375% 0.00 435.76 (1,899.55) 07OCT2021 3130AABG2 1.875 11/29/2021 1,000,000.00 990,090.00 995,697.11 1,019,983.17 24,286.06 0.00 1,510.41 6,302.08 1.43 FEDERAL HOME LOAN BANK 0.00 308.08 (1,532.10) 1.875% 29NOV2021 3135G0U92 2.625 01/11/2022 1,500,000.00 1,513,185.00 1,506,253.38 1,547,760.00 41,506.62 0.00 3,171 .88 8,640.63 2.19 FANNIE MAE 2.625% 0.00 (420.51) (2,368.50) 11JAN2022 10 November 17, 2020, Item #4SECURITIES HELD CITY OF POWAY As of September 30, 2020 -O'I acusip/ Coupon Maturity/ Par value or Historical cost/ Amortized cost/ Fair value/ Unrealized Interest Interest Total % NDescription Call date shares Accrued interest Accretion Change in fair gain received earned accrued Port .....i purchased (amortization) value (loss) interest cost Government Agencies 3137EADB2 2.375 01/13/2022 1,000,000.00 1,018,089.00 1,010,176.44 1,028,865.77 18,689.33 0.00 1,913.19 5,079.86 1.47 FREDDIE MAC 2.375% 0.00 (659.38) (1,737.94) 13JAN2022 313378CR0 2.250 03/11/2022 2,000,000.00 2,004,000.00 2,002,065.41 2,060,515.66 58,450.25 22,500.00 3,625.00 2,375.00 2.89 FEDERAL HOME LOAN BANK 0.00 (118.93) (2,710.32) 2.25% 11 MAR2022 3135G0V59 2.250 04/12/2022 2,900,000.00 2,943,346.30 2,929,649.51 2,993,888.86 64,239.35 0.00 5,256.25 30,450.00 4.25 FANNIE MAE 2.25% 0.00 (1,611 .39) (5,633.08) 12APR2022 3133EA5E4 1. 930 10/18/2022 2,000,000.00 2,015,820.00 2,011,675.16 2,071,696.54 60,021 .38 0.00 3,109.44 17,370.00 2.91 FEDERAL FARM CREDIT BANK 0.00 (474.60) (1,590.44) 1 . 93% 1 8OCT2022 31331K3A6 2. 710 12/13/2022 1,000,000.00 1,028,921.06 1,018,450.85 1,055,463.20 37,012.35 0.00 2,183.05 8,054.72 1.49 FEDERAL FARM CREDIT BANK 0.00 (698.01) (1,288.36) 2.71% 13DEC2022 31331KAF7 4.090 01/18/2023 1,850,000.00 2,008,452.50 1,957,363.89 2,014,937.49 57,573.60 0.00 6,095.24 15,133.00 2.90 FEDERAL FARM CREDIT BANK 0.00 (3,889.99) (5,290.35) 4.09% 18JAN2023 3133EKKT2 2.250 02/08/2023 1,000,000.00 1,017,480.00 1,011,323.94 1,048,069.52 36,745.58 0.00 1,812.50 3,250.00 1.47 FEDERAL FARM CREDIT BANK 0.00 (400.61) (1,650.94) 2.25% 08FEB2023 3133EJFK0 2.650 03/08/2023 1,000,000.00 1,032,790.00 1,023,636.80 1,059,387.93 35,751 .13 13,250.00 2,134.72 1,619.44 1.49 FEDERAL FARM CREDIT BANK 0.00 (807.63) (2,016.29) 2.65% 08MAR2023 3137EAEN5 2.750 06/19/2023 2,000,000.00 2,067,740.00 2,047,000.33 2, 135,202.18 88,201 .85 0.00 4,430.56 15,430.56 2.99 FREDDIE MAC 2.75% 0.00 (1,440.25) (4,582.78) 19JUN2023 3135G0U43 2.875 09/12/2023 1,000,000.00 1,039,050.00 1,027,610.59 1,077,792.95 50,182.36 14,375.00 2,315.97 1,437.50 1.50 FANNIE MAE 2.875% 0.00 (779.96) (2,240.99) 12SEP2023 11 November 17, 2020, Item #4SECURITIES HELD CITY OF POWAY As of September 30, 2020 --...I acusip/ Coupon Maturity/ Par value or Historical cost/ Amortized cost/ Fair value/ Unrealized Interest Interest Total % NDescription Call date shares Accrued interest Accretion Change in fair gain received earned accrued Port -...I purchased (amortization) value (loss) interest cost Government Agencies 3133EKVB9 1 .860 10/17/2023 2,000,000.00 1 I 997,646.00 1,998,311.09 2,098,515.50 100,204.41 0.00 2,996.66 16,843.33 2.89 FEDERAL FARM CREDIT BANK 0.00 46.18 (801 .60) 1.86% 17OCT2023 3130A3VC5 2.250 12/08/2023 1,000,000.00 1,014,600.00 1,010,675.67 1,063,222.59 52,546.92 0.00 1,812.50 7,000.00 1.47 FEDERAL HOME LOAN BANK 0.00 (278.98) (887.29) 2.25% 08DEC2023 3135G0V34 2.500 02/05/2024 1,000,000.00 1,028,090.00 1,020,753.19 1,075,042.88 54,289.69 0.00 2,013.88 3,819.44 1.49 FANNIE MAE 2.5% 05FEB2024 0.00 (516.68) (2,114.86) 3135G0V75 1.750 07/02/2024 2,000,000.00 2,007,920.00 2,006,207.44 2,110,876.64 104,669.20 0.00 2,819.45 8,555.56 2.90 FANNIE MAE 1.75% 02JUL2024 0.00 (137.74) 408.16 Total Government Agencies 3 7 I 150,000,00 37,600,279.96 37,468,629.98 38,487,403.52 1,018,773.54 50,125.00 69,295.06 245,230.91 54.31 0.00 (10,702.81) (56,975.08) - Government Bonds 912828F21 2.125 09/30/2021 1,000,000.00 991,015.63 996,533.51 1,019,843.75 23,310.24 10,625.00 1,741.80 0.00 1.43 USA TREASURY 2.125% 0.00 284.91 (1 ,250.00) 30SEP2021 9128285F3 2.875 10/15/2021 1,500,000.00 1,515,878.91 1,506,338.22 1,542,539.07 36,200.85 0.00 3,534.83 19,795.08 2.19 USA TREASURY 2.875% 0.00 (500.39) (3,046.86) 15OCT2021 912828XW5 1.750 06/30/2022 1,000,000.00 998,515.63 999,149.12 1,028,320.31 29,171.19 0.00 1,426.63 4,375.00 1.44 USA TREASURY 1.75% 0.00 40.01 (1 ,015.63) 30JUN2022 912828L57 1.750 09/30/2022 1,000,000.00 999,417.41 999,641.71 1,032,343.75 32,702.04 8,750.00 1,434.43 0.00 1.44 USA TREASURY 1.75% 0.00 14.72 (1,328.13) 30SEP2022 912828201 1.375 08/31/2023 2,000,000.00 1,967,109.38 1,976,709.77 2,071,250.00 94,540.23 0.00 2,279.01 2,279.01 2.84 USA TREASURY 1 .375% 0.00 656.07 (1,953.12) 31AUG2023 12 November 17, 2020, Item #4SECURITIES HELD CITY OF POWAY As of September 30, 2020 ...a. 00 g.cusip/ Coupon Maturity/ Par value or Historical cost/ Amortized cost/ Fair value/ Unrealized Interest Interest Total % NDescription Call date shares Accrued interest Accretion Change in fair gain received earned accrued Port " purchased (amortization) value (loss) interest cost Government Bonds 912828U57 2. 125 11/30/2023 1,900,000.00 1,925,679.69 1,918,611.74 2,017,488.29 98,876.55 0.00 3,309.42 13,458.33 2.78 USA TREASURY 2.125% 0.00 (483.00) (3,117.17) 30NOV2023 912828X70 2.000 04/30/2024 2,000,000.00 2,036,015.63 2,028,090.90 2,129,375.00 101,284.10 0.00 3,260.87 16,630.44 2.94 USA TREASURY 2% 30APR2024 0.00 (644.29) (2,656.24) -----------------~ Total Government Bonds 10,400,000.00 10,433,632.28 10,425,074.97 10,841 , 160.17 416,085.20 19,375.00 16,986.99 56,537.86 15.07 0.00 (631.97) (14,367.15) •tal~ _,_~----·-• ,.n:tr.r.ir..:er.t:i ~.,,-, "":. . ero\~~ m 13 November 17, 2020, Item #4GASB 40 -DEPOSIT AND INVESTMENT RISK DISCLOSURE CITY OF POWAY As of September 30, 2020 -\D acusip Description Coupon Maturity Call date S&P Moody Par value or Historical % Portfolio Market % Portfolio Effective N date rating rating shares cost hist cost value mkt value dur (yrs) -...I Federal Farm Credit Banks Funding Corp 3133EGM51 FEDERAL FARM CREDIT 1.650 12/01/2020 AA+ Aaa 1,000,000.00 996,971 .00 1.44 1,002,572.89 1.41 0.17 3133EKAJ5 FEDERAL FARM CREDIT 2.500 02/11/2021 AA+ Aaa 1,000,000.00 999,265.00 1.44 1,008,521 .17 1.42 0.37 3133EJJD2 FEDERAL FARM CREDIT 2.540 04/05/2021 AA+ Aaa 1,000,000.00 1,004,390.00 1.45 1,012,185.68 1.42 0.51 3133EKCB0 FEDERAL FARM CREDIT 2.500 07/01/2021 AA+ Aaa 1,000,000.00 999,030.00 1.44 1,017,612.21 1.43 0.74 3133EA5E4 FEDERAL FARM CREDIT 1.930 10/18/2022 AA+ Aaa 2,000,000.00 2,015,820.00 2.91 2,071,696.54 2.91 2.00 31331 K3A6 FEDERAL FARM CREDIT 2.710 12/13/2022 AA+ Aaa 1,000,000.00 1,028,921.06 1.49 1,055,463.20 1.48 2.14 31331 KAF7 FEDERAL FARM CREDIT 4.090 01/18/2023 AA+ Aaa 1,850,000.00 2,008,452.50 2.90 2,014,937.49 2.83 2.20 3133EKKT2 FEDERAL FARM CREDIT 2.250 02/08/2023 AA+ Aaa 1,000,000.00 1,017,480.00 1.47 1,048,069.52 1.47 2.30 3133EJFK0 FEDERAL FARM CREDIT 2.650 03/08/2023 AA+ Aaa 1,000,000.00 1,032,790.00 1.49 1,059,387.93 1.49 2.37 3133EKVB9 FEDERAL FARM CREDIT 1.860 10/17/2023 AA+ Aaa 2,000,000.00 1,997,646.00 2.89 2,098,515.50 2.95 2.95 Issuer total 12,850,000.00 13,100,765.56 18.92 13,388,962.13 18.83 1.77 Federal National Mortgage Association 3135G0U35 FANNIE MAE 2.75% 2.750 06/22/2021 AA+ Aaa 2,000,000.00 2,017,500.00 2.91 2,037,754.18 2.87 0.72 3135G0Q89 FANNIE MAE 1.375% 1.375 10/07/2021 AA+ Aaa 1,900,000.00 1,890,631.10 2.73 1,923,499.54 2.71 1.01 3135G0U92 FANNIE MAE 2.625% 2.625 01/11/2022 AA+ Aaa 1,500,000.00 1,513,185.00 2.19 1,547,760.00 2.18 1.26 3135G0V59 FANNIE MAE 2.25% 2.250 04/12/2022 AA+ Aaa 2,900,000.00 2,943,346.30 4.25 2,993,888.86 4.21 1.50 3135G0U43 FANNIE MAE 2.875% 2.875 09/12/2023 AA+ Aaa 1,000,000.00 1,039,050.00 1.50 1,077,792.95 1.52 2.85 3135G0V34 FANNIE MAE 2.5% 2.500 02/05/2024 AA+ Aaa 1,000,000.00 1,028,090.00 1.49 1,Q75,042.88 1.51 3.22 3135G0V75 FANNIE MAE 1.75% 1.750 07/02/2024 AA+ Aaa 2,000,000.00 2,007,920.00 2.90 2,110,876.64 2.97 3.63 Issuer total 12,300,000.00 12,439,722.40 17.97 12,766,615.05 17.96 1.87 United States Treasury Note/Bond 912828F21 USA TREASURY 2.125% 2.125 09/30/2021 AA+ Aaa 1,000,000.00 991,015.63 1.43 1,019,843.75 1.43 0.99 9128285F3 USA TREASURY 2.875% 2.875 10/15/2021 AA+ Aaa 1,500,000.00 1,515,878.91 2.19 1,542,539.07 2.17 1.02 912828XW5 USA TREASURY 1.75% 1.750 06/30/2022 AA+ Aaa 1,000,000.00 998,515.63 1.44 1,028,320.31 1.45 1.72 14 November 17, 2020, Item #4GASB 40 -DEPOSIT AND INVESTMENT RISK DISCLOSURE CITY OF POWAY As of September 30, 2020 N 0 g_cusip Description Coupon Maturity Call date S&P Moody Par value or Historical % Portfolio Market % Portfolio Effective N date rating rating shares cost hist cost value mkt value dur (yrs) -..J United States Treasury Note/Bond 912828L57 USA TREASURY 1.75% 1.750 09/30/2022 AA+ Aaa 1,000,000.00 999,417.41 1.44 1,032,343.75 1.45 1.97 9128282D1 USA TREASURY 1.375% 1.375 08/31/2023 AA+ Aaa 2,000,000.00 1,967,109.38 2.84 2,071,250.00 2.91 2.86 912828U57 USA TREASURY 2.125% 2.125 11/30/2023 AA+ Aaa 1,900,000.00 1,925,679.69 2.78 2,017,488.29 2.84 3.06 912828X70 USA TREASURY 2% 2.000 04/30/2024 AA+ Aaa 2,000,000.00 2,036,015.63 2.94 2,129,375.00 3.00 3.45 Issuer total 10,400,000.00 10,433,632.28 15.07 10,841,160.17 15.25 2.37 Federal Home Loan Banks 3130AEWA4 FEDERAL HOME LOAN 2.625 10/01/2020 AA+ Aaa 2,000,000.00 1,990,580.00 2.88 2,000,000.00 2.81 0.00 3130A3UQ5 FEDERAL HOME LOAN 1.875 12/11/2020 AA+ Aaa 1,000,000.00 997,820.00 1.44 1,003,430.60 1.41 0.20 313379RB7 FEDERAL HOME LOAN 1.875 06/11/2021 AA+ Aaa 1,000,000.00 985,600.00 1.42 1,012,138.73 1.42 0.69 3130AABG2 FEDERAL HOME LOAN 1.875 11/29/2021 AA+ Aaa 1,000,000.00 990,090.00 1.43 1,019,983.17 1.43 1.15 313378CR0 FEDERAL HOME LOAN 2.250 03/11/2022 AA+ Aaa 2,000,000.00 2,004,000.00 2.89 2,060,515.66 2.90 1.42 3130A3VC5 FEDERAL HOME LOAN 2.250 12/08/2023 AA+ Aaa 1,000,000.00 1,014,600.00 1.47 1,063,222.59 1.50 3.07 Issuer total 8,000,000.00 7,982,690.00 11.53 8,159,290.75 11.48 1.00 Federal Home Loan Mortgage Corp 3137EAEC9 FREDDIE MAC 1.125% 1.125 08/12/2021 AA+ Aaa 1,000,000.00 991 ,273.00 1.43 1,008,467.64 1.42 0.86 3137EADB2 FREDDIE MAC 2.375% 2.375 01/13/2022 AA+ Aaa 1,000,000.00 1,018,089.00 1.47 1,028,865.77 1.45 1.27 3137EAEN5 FREDDIE MAC 2.75% 2.750 06/19/2023 AA+ Aaa 2,000,000.00 2,067,740.00 2.99 2, 135,202.18 3.00 2.62 Issuer total 4,000,000.00 4,077,102.00 5.89 4,172,535.59 5.87 1.85 Oracle Corp 68389XBB0 ORACLE CORP 2.5% 2.500 05/15/2022 03/15/2022 A A3 1,500,000.00 1,542,555.00 2.23 1,546,986.24 2.18 1.42 68389XBL8 ORACLE CORP 2.4% 2.400 09/15/2023 07/15/2023 A A3 1,000,000.00 1,008,750.00 1.46 1,051 ,766.25 1.48 2.72 Issuer total 2,500,000.00 2,551,305.00 3.69 2,598,752.49 3.66 1.93 15 November 17, 2020, Item #4GASB 40 -DEPOSIT AND INVESTMENT RISK DISCLOSURE CITY OF POWAY As of September 30, 2020 N -~Cusip Description Coupon Maturity Call date S&P Moody Par value or Historical % Portfolio Market % Portfolio Effective N date rating rating shares cost hist cost value mkt value dur (yrs) " Toyota Motor Credit Corp 89233P7F7 TOY OT A MOTOR CREDIT 2.625 01/10/2023 A+ A1 2,000,000.00 2,001,380.00 2.89 2,093,938.12 2.95 2.21 Issuer total 2,000,000.00 2,001 ,380.00 2.89 2,093,938.12 2.95 2.21 US Bancorp 91159HHV5 US BANCORP 3.375% 3.375 02/05/2024 01/05/2024 A+ A1 1,900,000.00 1,999,636.00 2.89 2,067,273.55 2.91 3.11 Issuer total 1,900,000.00 1,999,636.00 2.89 2,067,273.55 2.91 3.11 PNC Bank NA 69353RFL7 PNC BANK NA 3.5% 3.500 06/08/2023 05/09/2023 A A2 1,900,000.00 1,995,436.00 2.88 2,042,082.11 2.87 2.49 Issuer total 1,900,000.00 1,995,436.00 2.88 2,042,082.11 2.87 2.49 Coca-Cola Co/The 191216BT6 COCA-COLA CO/THE 1.875 10/27/2020 A+ A1 2,000,000.00 1,987,240.00 2.87 2,002,314.82 2.82 0.07 Issuer total 2,000,000.00 1,987,240.00 2.87 2,002,314.82 2.82 0.07 Chevron Corp 166764BK5 CHEVRON CORP 2.566% 2.566 05/16/2023 03/16/2023 AA Aa2 1,500,000.00 1,552,215.00 2.24 1,582,550.94 2.23 2.38 Issuer total 1 ,500,000.00 1,552,215.00 2.24 1,582,550.94 2.23 2.38 Citibank NA 17325FAS7 CITIBANK NA 3.65% 3.650 01/23/2024 12/23/2023 A+ Aa3 1,400,000.00 1,484,224.00 2.14 1,534,381.41 2.16 3.06 Issuer total 1,400,000.00 1 ,484,224.00 2.14 1,534,381.41 2.16 3.06 Bank of America Corp 06051GHF9 BANK OF AMERICA CORP 3.550 03/05/2024 03/05/2023 A-A2 1,350,000.00 1,445,445.00 2.09 1,437,696.36 2.02 2.33 Issuer total 1,350,000.00 1,445,445.00 2.09 1,437,696.36 2.02 2.33 16 November 17, 2020, Item #4GASB 40 -DEPOSIT AND INVESTMENT RISK DISCLOSURE CITY OF POWAY As of September 30, 2020 N N ~Cusip Description Coupon Maturity Call date S&P Moody Par value or Historical % Portfolio Market % Portfolio Effective N date rating rating shares cost hist cost value mkt value dur (yrs) ...... Cisco Systems Inc 17275RAN2 CISCO SYSTEMS INC 3.625 03/04/2024 AA-A1 1,000,000.00 1,070,370.00 1.55 1,108,058.04 1.56 3.25 Issuer total 1,000,000.00 1,070,370.00 1.55 1,108,058.04 1.56 3.25 Wells Fargo Bank NA 94988JSR4 WELLS FARGO BANK NA 3.550 08/14/2023 07/14/2023 A+ Aa2 1,000,000.00 1,050,350.00 1.52 1,082,601.91 1.52 2.67 Issuer total 1,000,000.00 1,050,350.00 1.52 1,082,601 . 91 1.52 2.67 American Honda Finance Corp 02665WCZ2 AMERICAN HONDA 2.400 06/27/2024 A-A3 1,000,000.00 1,012,410.00 1.46 1,058,224.52 1.49 3.57 Issuer total 1,000,000.00 1,012,410.00 1.46 1 ,058,224.52 1.49 3.57 Berkshire Hathaway Inc 084670BR8 BERKSHIRE HATHAWAY 2.750 03/15/2023 01/15/2023 AA Aa2 1,000,000.00 1,021,370.00 1.48 1,053,392.23 1.48 2.24 Issuer total 1,000,000.00 1,021 ,370.00 1.48 1,053,392.23 1.48 2.24 Apple Inc 037833AK6 APPLE INC 2.4% 2.400 05/03/2023 AA+ Aa1 1,000,000.00 1,007,920.00 1.46 1,052,876.73 1.48 2.50 Issuer total 1,000,000.00 1,007,920.00 1.46 1,052,876.73 1.48 2.50 Walmart Inc 931142DH3 WALMART INC 2.55% 2.550 04/11/2023 01/11/2023 AA Aa2 1,000,000.00 1,015,270.00 1.47 1,051 ,268.93 1.48 2.21 Issuer total 1,000,000.00 1,015,270.00 1.47 1 ,051 ,268. 93 1.48 2.21 17 November 17, 2020, Item #4SECURITIES SOLD AND MATURED For the period September 1, 2020 -September 30, 2020 N w acusip/ NDescription/ "Broker Government Agencies 3133EHYM9 FEDERAL FARM CREDIT BANK 1.5% DUE 09-14-2020 Total (Government Agencies) Trade date Coupon Settle date 09/14/2020 1.500 09/14/2020 Maturity/ Call date Par value or Historical cost shares (2,000,000.00) 1,993,720.00 (2,000,000.00) 1,993,720.00 Amortized cost at sale or maturity /Acer (amort) 2,000,000.00 81.79 2,000,000.00 81.79 Price Fair value at 0.00 sale or maturity I Chg.in fair value 2,000,000.00 (1,009.66) 2,000,000.00 (1,009.66) Realized gain (loss) 0.00 0.00 CITY OF POWAY Accrued Interest interest received sold 0.00 15,000.00 Interest earned 1,083.33 0.00 15,000.00 1,083.33 18 November 17, 2020, Item #4TRANSACTION REPORT CITY OF POWAY For the period September 1, 2020 -September 30, 2020 N ~ 2_Trade date Cusip Transaction Sec type Description Maturity Par value or Realized Principal Interest Transaction total NSettle date shares gain(loss) -.J 09/04/2020 17275RAN2 Income Corporate Bonds CISCO SYSTEMS INC 3.625% 03/04/2024 1,000,000.00 0.00 0.00 18,125.00 18,125.00 09/04/2020 09/05/2020 06051 GHF9 Income Corporate Bonds BANK OF AMERICA CORP 3.55% 03/05/2024 1,350,000.00 0.00 0.00 23,962.50 23,962.50 09/05/2020 09/08/2020 3133EJFKO Income Government Agencies FEDERAL FARM CREDIT BANK 03/08/2023 1,000,000.00 0.00 0.00 13,250.00 13,250.00 09/08/2020 09/11/2020 313378CRO Income Government Agencies FEDERAL HOME LOAN BANK 03/11/2022 2,000,000.00 0.00 0.00 22,500.00 22,500.00 09/11/2020 09/12/2020 3135GOU43 Income Government Agencies FANNIE MAE 2.875% 09/12/2023 1,000,000.00 0.00 0.00 14,375.00 14,375.00 09/12/2020 09/14/2020 3133EHYM9 Income Government Agencies FEDERAL FARM CREDIT BANK 09/14/2020 2,000,000.00 0.00 0.00 15,000.00 15,000.00 09/14/2020 09/14/2020 3133EHYM9 Capital Change Government Agencies FEDERAL FARM CREDIT BANK 09/14/2020 (2,000,000.00) 0.00 2,000,000.00 0.00 2,000,000.00 09/14/2020 09/15/2020 084670BR8 Income Corporate Bonds BERKSHIRE HATHAWAY INC 03/15/2023 1,000,000.00 0.00 0.00 13,750.00 13,750.00 09/15/2020 09/15/2020 68389XBL8 Income Corporate Bonds ORACLE CORP 2.4% 15SEP2023 09/15/2023 1,000,000.00 0.00 0.00 12,000.00 12,000.00 09/15/2020 09/30/2020 912828F21 Income Government Bonds USA TREASURY 2.125% 09/30/2021 1,000,000.00 0.00 0.00 10,625.00 10,625.00 09/30/2020 09/30/2020 912828L57 Income Government Bonds USA TREASURY 1.75% 09/30/2022 1,000,000.00 0.00 0.00 8,750.00 8,750.00 09/30/2020 19 November 17, 2020, Item #4ADDITIONAL INFORMATION CITY OF POWAY As of September 30, 2020 N U1Past performance is not a guide to future performance. The value of investments and any income from them will fluctuate and is not guaranteed (this may partly be due to exchange rate changes) and investors may not get 0 back the amount invested. Transactions in foreign securities may be executed and settled in local markets. Performance comparisons will be affected by changes in interest rates. Investment returns fluctuate due to changes ;;in market conditions. Investment involves risk, including the possible loss of principal. No assurance can be given that the performance objectives of a given strategy will be achieved. The information contained herein is for -.Jyour reference only and is being provided in response to your specific request and has been obtained from sources believed to be reliable; however, no representation is made regarding its accuracy or completeness. This document must not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or otherwise not permitted. This document should not be duplicated, amended, or forwarded to a third party without consent from Insight. This is a marketing document intended for professional clients only and should not be made available to or relied upon by retail clients Investment advisory services in North America are provided through two different SEC-registered investment advisers using the brand Insight Investment: Insight North America LLC (INA) and Insight Investment International Limited (IIIL). The North American investment advisers are associated with a broader group of global investment managers that also (individually and collectively) use the corporate brand Insight Investment and may be referred to as Insight, Insight Group or Insight Investment. INA is an investment adviser registered with the Securities and Exchange Commission (SEC), under the Investment Advisers Act of 1940, as amended. Registration with the SEC does not imply a certain level of skill or training. You may request, without charge, additional information about Insight. Moreover, specific information relating to Insights strategies, including investment advisory fees, may be obtained from INA's Form ADV Part 2A, which is available without charge upon request. Where indicated, performance numbers used in the analysis are gross returns. The performance reflects the reinvestment of all dividends and income. INA charges management fees on all portfolios managed and these fees will reduce the returns on the portfolios. For example, assume that $30 million is invested in an account with INA, and this account achieves a 5.0% annual return compounded monthly, gross of fees, for a period of five years. At the end of five years that account would have grown to $38,500,760 before the deduction of management fees. Assuming management fees of 0.25% per year are deducted monthly from the account, the value at the end of the five year period would be $38,022,447. Actual fees for new accounts are dependent on size and subject to negotiation. INA's investment advisory fees are discussed in Part 2A of its Form ADV. Unless otherwise stated, the source of information is Insight. Any forecasts or opinions are Insight's own at the date of this document (or as otherwise specified) and may change. Material in this publication is for general information only and is not advice, investment advice, or the recommendation of any purchase or sale of any security. Insight makes no implied or expressed recommendations concerning the manner in which an account should or would be handled, as appropriate investment strategies depend upon specific investment guidelines and objectives and should not be construed to be an assurance that any particular security in a strategy will remain in any fund, account, or strategy, or that a previously held security will not be repurchased. It should not be assumed that any of the security transactions or holdings referenced herein have been or will prove to be profitable or that future investment decisions will be profitable or will equal or exceed the past investment performance of the securities listed. Please compare the information provided in this statement to the information provided in the statement received from your Custodian. For trading activity the Clearing broker will be reflected. In certain cases the Clearing broker will differ from the Executing broker. In calculating ratings distributions and weighted average portfolio quality, Insight assigns U.S Treasury and U.S agency securities a quality rating based on the methodology used within the respective benchmark index. When Moody's, S&P and Fitch rate a security, Bank of America and Merrill Lynch indexes assign a simple weighted average statistic while Barclays indexes assign the median statistic. Insight assigns all other securities the lower of Moody's and S&P ratings. Information about the indices shown here is provided to allow for comparison of the performance of the strategy to that of certain well-known and widely recognized indices. There is no representation that such index is an appropriate benchmark for such comparison. You cannot invest directly in an index and the indices represented do not take into account trading commissions and/or other brokerage or custodial costs. The volatility of the indices may be materially different from that of the strategy. In addition, the strategy's holdings may differ substantially from the securities that comprise the indices shown. The BofA Merrill Lynch 3 Mo UST-Bill index is an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income. The BofA Merrill Lynch 6 Mo UST-Bill index measures the performance of Treasury bills with time to maturity of less than 6 months. The BofA Merrill Lynch Current 1-Year US Treasury Index is a one-security index comprised of the most recently issued 1-year US Treasury note. The index is rebalanced monthly. In order to qualify for inclusion, a 1-year note must be auctioned on or before the third business day before the last business day of the month. The BofA Merrill Lynch Current 3-Year US Treasury Index is a one-security index comprised of the most recently issued 3-year US Treasury note. The index is rebalanced monthly. In order to qualify for inclusion, a 3-year note must be auctioned on or before the third business day before the last business day of the month. The BofA Merrill Lynch Current 5-Year US Treasury Index is a one-security index comprised of the most recently issued 5-year US Treasury note. The index is rebalanced monthly. In order to qualify for inclusion, a 5-year note must be auctioned on or before the third business day before the last business day of the month. The BofA Merrill Lynch 1-3 US Year Treasury Index is an unmanaged index that tracks the performance of the direct sovereign debt of the U.S. Government having a maturity of at least one year and less than three years. The BofA Merrill Lynch 1-5 US Year Treasury Index is an unmanaged index that tracks the performance of the direct sovereign debt of the U.S. Government having a maturity of at least one year and less than five years. 20 November 17, 2020, Item #4ADDITIONAL INFORMATION CITY OF POWAY As of September 30, 2020 N °' 2_1nsight does not provide tax or legal advice to its clients and all investors are strongly urged to consult their tax and legal advisors regarding any potential strategy or investment. N -.Jlnsight is a group of wholly owned subsidiaries ofThe Bank of New York Mellon Corporation. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation and may also be used as a generic term to reference the Corporation as a whole or its various subsidiaries generally. Products and services may be provided under various brand names and in various countries by subsidiaries, affiliates and joint ventures ofThe Bank of New York Mellon Corporation where authorized and regulated as required within each jurisdiction. Unless you are notified to the contrary, the products and services mentioned are not insured by the FDIC (or by any governmental entity) and are not guaranteed by or obligations of The Bank of New York Mellon Corporation or any of its affiliates. The Bank of New York Corporation assumes no responsibility for the accuracy or completeness of the above data and disclaims all expressed or implied warranties in connection therewith. © 2020 Insight Investment. All rights reserved. 21 November 17, 2020, Item #4City of Poway Investments & Cash with Fiscal Agent; Non-Managed Investments; General, Payroll & Petty Cash N I I September 2020 ..... 0 """ ~ I Investments & Cash with Fiscal Agents Part I Settlement Yield to Days to % of Total Face I' Book I Market I Unrealized INVESTMENT DESCRIPTION Date Maturity Maturity Investment Value Value Value Gain(Loss) 1st Am Gov't Obligations Money Mkt Fd 09130120 I~-Q.01%J 1 I 100.00%1 $466,292.00 $466,292.00 1 $466,292.00 1 so.oo 1 I : = 11 = I, I I-I J; I~ I: ---= I I I I : =I:= =r -I I I I 0.01%) - 1) 100.00%) - S466,2n.oo I = Average/Total I $466,292.00 $466,292.00 Paying Agent or Uninvested Cash & DITs I $0.00 ----- r = Total Investments and Cash with Fiscal Agent $466,292.00 I )> =I Part II )> Non-Managed Investments n Settlement Yield to Days to % of Total Face 11 Book I Market I Unrealized :::c s: INVESTMENT DESCRIPTION Date Maturity Maturity Investment Value Value Value Gain(Loss) m z County Pool . 09/30/20 I 1.08%1 1 I 100.00%1 s28,874.oo 1 s28,874.oo 1 s29,280.oo I $406.oo 1 -t C I . = I !: I II = I· I I I Average/Total I' 1.08%) NIA H 100.00%) s28,874.oo I s28,874.oo 1 s29,280.oo 1 $406.oo 1 --- Part Ill Book Value General Cash (Union Bank) $1,901,389.00 Payroll Cash (Union Bank) $20,000.00 Emergency Cash (Union Bank) $10,000.00 ----------- - ---Grant Cash (Union Bank) $0.00 IC $20,000.00 Flexible Benefits Cash (Union Bank) ,, = Petty Cash $8,600.00 Total Cash = I . , $1,959,989.00 November 17, 2020, Item #5DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA RE PO RT City of Poway November 17, 2020 Honorable Mayor and Members of the City Council Wendy Kaserman, Assistant City Manager Belinda Romero, Community Services Manager (858) 668-4592 CITY COUNCIL Resolution Approving the Joint Exercise of Powers Agreement Among the County of San Diego, State of California, Cities of Poway and Santee for the Operation and Maintenance of Goodan Ranch Regional Park The County of San Diego, State of California Department of Fish and Wildlife, and the cities of Poway and Santee have joint authority over the Goodan Ranch Regional Park. The existing Joint Exercise of Powers Agreement has expired, and a new Agreement has been drafted for continuing operation of the park. Recommended Action: It is recommended that the City Council adopt the resolution approving the Joint Exercise of Powers Agreement Among the County of San Diego, State of California, Cities of Poway and Santee for the Operation and Maintenance of Goodan Ranch Regional Park, and authorize the City Manager to execute all necessary documents associated with the Agreement. Discussion: In 1991, the County of San Diego, State of California, and the cities of Poway and Santee acquired the 321-acre Goodan Ranch (location shown in Attachment A) with the intention of preserving the property as open space and operating it as a regional park. In 1995 all parties signed a Joint Exercise of Powers Agreement for the planning, design, and operation of the park. The park has operated under that Agreement since that time with a property management plan that designated the County as the lead agency. Because the 1995 Agreement has now expired, a new Agreement has been drafted. Under this new Agreement, the County would remain the lead agency responsible for the planning, design, and operation of the park and administration of the Agreement. As in the previous Agreement, there would be a Policy Committee consisting of one elected representative appointed by each of the governing bodies of the County, the City of Poway, and the City of Santee, as well as a representative 1 of 11 November 17, 2020, Item #5from the State of California Department of Fish and Wildlife. The Land Management Plan approved by the Goodan Ranch Policy Committee in 1999 is no longer valid and will be replaced by a Resource Management Plan drafted by the County after approval by the Policy Committee. This Resource Management Plan will be amended over time to address changing conditions in the park. Any amendments to the Resource Management Plan that affect the park must be approved by the Policy Committee. The County would be responsible for operation of the park, and may request funding, but the other agencies, including the City of Poway, are not obligated to contribute funds. Environmental Review: This action is not subject to review under the California Environmental Quality Act (CEQA). Fiscal Impact: None. Public Notification: None. Attachments: A. Location Map B. Resolution Approving the Joint Exercise of Powers Agreement C. Joint Exercise of Powers Agreement Reviewed/ Approved By: ~ ~ W~aserman Assistant City Manager 2 of 11 Reviewed By: Alan Fenstermacher City Attorney Approved By: City Manager November 17, 2020, Item #5G, · e Rd RANCHO E CA TADA 3 of 11 ood n Ranch Co ty P«1rk Shady , (67J Foster Eucalyptus HUis \\ w I Santee ATTACHMENT A November 17, 2020, Item #5RESOLUTION NO. 20-A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA, APPROVING THE JOINT EXERCISE OF POWERS AGREEMENT AMONG THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, CITIES OF POWAY AND SANTEE FOR THE OPERATION AND MAINTENANCE OF GOODAN RANCH REGIONAL PARK WHEREAS, the County of San Diego, the State of California Department of Fish and Wildlife, and the Cities of Poway and Santee (hereinafter referred to as "Public Agencies") together acquired 321 acres in 1991 for the purpose of preserving open space and creating the Goodan Ranch Regional Park; WHEREAS, the Public Agencies executed a Joint Exercise of Powers Agreement in 1995 for the purpose of planning, design, and operation of the Goodan Ranch Regional Park; and WHEREAS, the original Joint Exercise of Powers Agreement has expired, and the Public Agencies now desire to execute the updated Agreement included in the staff report as Attachment C. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway as follows: SECTION 1: The City Council hereby approves the Joint Exercise of Powers Agreement Among the County of San Diego, State of California, Cities of Poway and Santee for the Operation and Maintenance of Goodan Ranch Regional Park and authorizes the City Manager to execute all necessary documents associated with the Agreement. PASSED, ADOPTED AND APPROVED at a Regular Meeting of the City Council of the City of Poway, California on the 17th day of November, 2020, by the following vote, to wit: AYES: NOES: ABSENT: DISQUALIFIED: Steve Vaus, Mayor ATTEST: Vaida Pavolas, CMC, City Clerk 4 of 11 ATTACHMENT B November 17, 2020, Item #5JOINT EXERCISE OF POWERS AGREEMENT AMONG THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, CITIES OF POWAY AND SANTEE FOR THE OPERATION AND MAINTENANCE OF GOODAN RANCH REGIONAL PARK This Joint Exercise of Powers Agreement (Agreement) is made and entered into as of the __ day of ______ , 2020 (Effective Date) by and among the City of Poway, a municipal corporation (City of Poway), the City of Santee, a municipal corporation (City of Santee), the State of California acting by and through the California Department of Fish and Wildlife (State or CDFW), and the County of San Diego, a political subdivision of the State of California (County,) and together with the City of Poway, the City of Santee, and CDFW hereinafter referred to individually sometimes as a Public Agency, and collectively as Public Agencies. WITNESS ETH WHEREAS, the Public Agencies are each empowered by law to acquire sites and to plan and design public facilities and appurtenances for park and open space purposes; and WHEREAS, the Public Agencies each own an undivided percentage interest in approximately 321 acres of real property located in the County of San Diego commonly known as the Goodan Ranch Regional Park (Park), which is described in Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS, the Public Agencies acquired the Park to create an area for habitat preservation and enhancement, passive recreation, and educational opportunities benefiting the public; and WHEREAS, after acquisition of the Park, the Public Agencies agreed to manage the Park pursuant to that certain Joint Exercise of Powers Agreement for the Operation and Maintenance of Goodan Ranch Regional Park dated November 7, 1995 (Original JEP A) and that certain Land Management Plan approved by the Goodan Ranch Policy and Operational Committees on July 23, 1999 (Original Plan); and WHEREAS, the Original Plan designated the County as the lead agency responsible for management of the Park in cooperation with the other Public Agencies; and WHEREAS, the Original Plan required the Park be managed in a manner consistent with the protection of certain wildlife and plant communities, including without limitation the protection of all threatened or endangered wildlife species which are known to, or may, exist at the Park; and 5 of 11 ATTACHMENT C November 17, 2020, Item #5WHEREAS, the Park is considered part of the Multiple Species Conservation Program, South County Subarea Plan; and WHEREAS, the Original JEP A has expired and the Original Plan is no longer in effect; and WHEREAS, the Public Agencies now desire to enter into this Agreement to ( among other things) update the duties of the Public Agencies for the purpose of planning, design, and operation of the Park in accordance with the Resource Management Plan (RMP) for the Park; and WHEREAS, the Public Agencies wish to coordinate continued planning, design, operation, maintenance, and management of the Park for the benefit of their citizens and others by jointly exercising their common powers in the manner set forth in this Agreement; and WHEREAS, the Public Agencies wish to vest power in the County to draft and, after approval by the Policy Committee (defined below), implement a new RMP for the operation, management, and maintenance of the Park on behalf of the Public Agencies pursuant to the terms of the approved RMP and this Agreement; and WHEREAS, the Effective Date of this Agreement will be backdated to begin the day following the expiration date of the Original JEPA. NOW, THEREFORE, the Public Agencies, for and in consideration of the mutual benefits, promises, and agreements set forth herein agree as follows: SECTION 1. AUTHORITY; PURPOSE This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California ( commencing with Section 6500, hereinafter referred to as the Act) relating to the joint exercise of powers common to public agencies. The Public Agencies possess the powers referred to in the above recitals. The purpose of this Agreement is for the Public Agencies to exercise their powers jointly by agreeing to the roles and responsibilities of the Public Agencies for the planning, design, maintenance, management, and operation of the Park, and to vest in the County the authority to plan, design, operate, maintain, and manage the Park. The County will continue to operate, manage and maintain the Property in a manner consistent with the RMP, and may request funding for the management, operations, maintenance, and development of the Park. The Public Agencies may, but are not obligated to, contribute funding to the County for such purposes. SECTION 2. TERM This Agreement shall become effective as of the Effective Date and shall continue in full force and effect for twenty-five (25) years from the Effective Date unless terminated by the Public Agencies pursuant to Section 7, Termination and Withdrawal. 6 of 11 November 17, 2020, Item #5SECTION 3. DESCRIPTION The real property to be planned, designed, maintained, managed, and operated pursuant to this Agreement shall be within the Park described on Exhibit A. SECTION 4. POLICY COMMITTEE The Public Agencies shall form a policy committee (Policy Committee) consisting of four (4) members: one representative appointed by each of the governing bodies of the County, the City of Poway, and the City of Santee, and one representative from CDFW. An alternate member shall also be appointed by each of the Public Agencies. For purposes of conducting business, a quorum of the Policy Committee will consist of three (3) members (each from a separate Public Agency). In the absence of a quorum, a single member present may move to adjourn. The Policy Committee will meet annually on the 2nd Thursday in May to review Park management, maintenance, and operation plans for the following year. SECTION 5. RESOURCE MANAGEMENT PLAN The Original Plan for the Park expired upon expiration of the Original JEPA. The Policy Committee shall approve the RMP for the Park. In accordance with the terms of this Agreement, the operation, management, maintenance, and preservation of the biological and cultural resources within the Park shall be guided by the approved RMP and this Agreement. Resource management plans are living documents that may be amended over time to address changes due to catastrophic events ( e.g. wildfires), to add newly observed species, and to add information for newly acquired property; provided however the Policy Committee must approve any amendment to the RMP that affects the Park. Exercise of joint powers by the Public Agencies pursuant to the terms of this Agreement is subject to the RMP. The controlling and most current version of the RMP will be maintained by the County, and can be found at www.sdparks.org or by request to the County in writing. SECTION 6. ADMINISTRATION Day-to-day administration of this Agreement, including preparation of agendas, maintenance of records, minutes and meeting, and conformance to other legally required processes pertaining to records, purchases, etc. shall be the responsibility of the County. Administration of this Agreement shall be provided on behalf of the State of California Department of Fish and Wildlife by the Region 5 Senior Biologist; on behalf of the County by the Director of the Department of Parks and Recreation; on behalf of the City of Poway by the City Manager; and on behalf of the City of Santee by the City Manager. SECTION 7. AGENCY TERMINATION AND WITHDRAW AL 7 of 11 A. Termination. This Agreement may be terminated by the mutual written consent of all of the Public Agencies; provided, however, the foregoing shall not be construed as limiting the rights of a Public Agency to withdraw from participation as described in Section 7(B). B. Withdrawal. Any Public Agency may withdraw from participation in this Agreement November 17, 2020, Item #5upon sixty (60) days prior written notification to the other Public Agencies, and this Agreement shall be amended to reflect the withdrawal. Any contributions made by the withdrawing Public Agency toward the development, operation, maintenance, management, and preservation of the Park shall be retained by the Park for those purposes. SECTION 8. GOVERNING LAW This Agreement shall in every respect be binding upon the Public Agencies and their respective successors and assigns. This Agreement shall be governed by the laws of the State of California. SECTION 9. PROVISIONS REQUIRED BYLAW Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if for any reason any such provision is not inserted, or is not correctly stated, then upon application of either party the Agreement shall forthwith be physically amended to make such insertion or correction. SECTION 10. PARTIAL INVALIDITY If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. SECTION 11. EXECUTION This Agreement may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement, and it is also understood and agreed that separate counterparts of this Agreement may be separately executed by each of the City of Poway, City of Santee, State, and County, all with the same full force and effect as though the same counterpart has been executed simultaneously by each. SECTION 12. NOTICE Any notices and notices required or permitted to be given pursuant to this Agreement may be personally served on the other parties by the party giving such notice, or may be served on the other parties by the party giving such notice, or may be served by certified mail, return receipt requested, to the following address: State of California Ed Pert, Regional Manager California Department of Fish and Wildlife 3883 Ruffin Rd San Diego, CA 92123 8 of 11 County of San Diego Brian Albright, Director Department of Parks and Recreation 5500 Overland Ave, Suite 410 San Diego, CA 92123 November 17, 2020, Item #5(858) 467-4210 City of Poway Wendy Kaserman, Assistant City Manager City of Poway 13325 Civic Center Drive Poway, CA 92064 (858) 668-4501 SECTION 13. ENTIRE AGREEMENT; AMENDMENT (858) 565-3600 City of Santee Marlene Best, City Manager City of Santee 10601 Magnolia A venue Santee, CA 92071 (619) 258-4100 This Agreement contains the entire Agreement of the parties concerning the subject matter hereof and supersedes prior and contemporaneous negotiations, agreements, representations, and discussions, written or oral, relating thereto. This Agreement shall not be modified, except by written instrument executed by all the parties. Any reference to the Agreement includes any amendments, renewals or extensions now or hereafter approved by the parties in writing. CITY OF POWAY, a California municipal corporation Date: -------City Manager CITY OF SANTEE, a California municipal corporation Date: -------City Manager STATE OF CALIFORNIA acting by and through the CALIFORNIA DEPARTMENT OF FISH AND WILDLIFE Date: -------Regional Manager COUNTY OF SAN DIEGO, a political subdivision of the State of California Date: -------Director of Department of Parks & Recreation 9 of 11 November 17, 2020, Item #5APPROVED AS TO FORM AND LEGALITY Office of County Counsel, Senior Deputy City Attorney City of Poway City Attorney City of Santee 10 of 11 Date: ______ _ Date: ______ _ Date: ------- November 17, 2020, Item #5EXHIBIT A LEGAL DESCRIPTION OF GOODAN RANCH REGIONAL PARK PARCEL 1: THE NORTHEAST QUARTER, THE WEST HALF OF THE SOUTHEAST QUARTER AND THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER IN SECTION 28, TOWNSHIP 14 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO UNITED STATES GOVERNMENT SURVEY APPROVED FEBRUARY 24, 1876. EXCEPTING FROM THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER THE WEST HALF OF THE SOUTHEAST QUARTER AND THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 28, AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, GAS AND HYDROCARBON SUBSTANCES UNDER, IN OR ON THE ABOVE DESCRIBED PROPERTY AS RESERVED IN DEED FROM AMY F. KOCH, FORMERLY AMY F. HOLMES, AND HERBERT W. KOCH, HUSBAND AND WIFE, TO CHARLES BOOKPRINTER, DATED NOVEMBER 6, 1922 AND RECORDED NOVEMBER 13, 1922 IN BOOK 915, PAGE 178 OF DEEDS. PARCEL 2: ALL THOSE PORTIONS OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 2 IN TOWNSHIP 14 SOUTH, RANGE 1 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY THEREOF APPROVED FEBRUARY 24, 1876, LYING EASTERLY AND SOUTHEASTERLY OF THE CENTER LINE OF THE COUNTY ROAD AS SAID COUNTY ROAD IS REFERRED TO IN THE JUDGMENT AND DECREE IN CONDEMNATION ENTERED IN THE CASE OF THE UNITED STATES OF AMERICA VS. ARTHUR L. CORDEZ, ET AL. A CERTIFIED COPY OF WHICH JUDGMENT AND DECREE IS RECORDED IN BOOK 1588 PAGE 117 OF OFFICIAL RECORDS. 11 of 11 November 17, 2020, Item #6DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA REPORT CityofPoway November 17, 2020 Honorable Chairman and Members of the Housing Authority Wendy Kaserman, Assistant City Manager Craig Ruiz, Economic Development Administrator (2,(2--858-668-4509, cruiz@poway.org CITY COUNCIL Amendment No. 2 to the Affordable Housing and Property Disposition Agreement, Amendment No. 1 to Affordable Housing Authority Regulatory Agreement, and Amended and Restated Notice of Affordability Restrictions on Transfer of Property On March 19, 2019, the City of Poway Housing Authority ("Authority'') approved an Affordable Housing and Property Disposition Agreement ("AHPDA") with Poway Commons, LLC (which subsequently assigned its interests to its affiliate MC Poway 97 LLC) for the sale and subsequent development of affordable housing on property owned by the Authority. The AHPDA regulates the development and operation of 44 senior affordable housing units. The affordable units will have an application preference for senior veterans for 15 of the units. The preference will allow qualified veterans to move to the top of the waiting list until the 15-unit threshold is met. The primary source of funding for the Project will be tax-exempt bonds together with 4% Tax Credits issued by the California Tax Credit Allocation Committee. MC Poway 97, LLC and the Authority seek to make changes to the AHPDA and associated documents consistent with the income and rental rate regulations of the California Tax Credit Allocation Committee, for purposes of ensuring that the financial projections for the development are consistent with the senior lender's underwriting requirements. Recommended Action: It is recommended that the governing board of the Poway Housing Authority approve the Second Amendment to the Affordable Housing and Property Disposition Agreement, Amendment No. 1 to Affordable Housing Regulatory Agreement, and Amended and Restated Notice of Affordability Restrictions on Transfer of Property. Discussion: The Poway Commons development will include 97 for-sale, market rate, attached housing units, approximately 25,000 square feet of commercial retail space and 44 affordable senior housing units with a preference for senior veterans ("Affordable Project"). Poway Commons, LLC will develop the market rate housing and Sudberry Properties will develop the commercial space. Poway Commons Affordable CIC, L.P ("Chelsea") is the developer of the Affordable Project, and will acquire title to the property from MC Poway 97 LLC at the closing of the Affordable Project's financing, which is anticipated to occur on November 20, 2020. 1 of 23 November 17, 2020, Item #6The Affordable Project was approved by the City Council at its December 17, 2019 meeting. The two-story building will have nine two-bedroom units, 35 one-bedroom units and a community room that will provide services and amenities for residents, as well as one on-site management unit. A requirement of the AHPDA is to have the management plan for the operation of the property reviewed and approved by city staff. The approved management plan details the application process which will provide a 15-unit preference for qualified senior veterans. Veterans are defined as those who served on active duty in the armed forces and were honorably separated from service. Un-remarried spouses of individuals who were on active military duty and were killed in the line of duty or those who have been designated by the armed forces a missing in action shall have the next priority in leasing a unit. The Affordable Project will utilize a variety of funding sources. Funding includes traditional bank financing, a $450,000 loan from the County of San Diego, a $1,383,000 loan from MC Poway 97, LLC, and a Poway Housing Authority Loan ("Authority Loan") of $1,748,000. The primary source of funding will consist of approximately $6,900,000 in equity raised by the sale of state and federal low-income housing tax credits ("Tax Credit Program) to investors. Affordable housing developments utilizing the Tax Credit Program require the units to be affordable to households earning 50% and 60% of the Area Median Income (AMI) for San Diego County, adjusted for household size, determined in accordance with the methodologies of the Tax Credit Program (the ''Tax Credit Rents") for 55 years. These rent levels are ensured through the recordation of a regulatory agreement against the property. In connection with the earlier sale of the property to MC Poway 97, the Authority recorded the Authority Regulatory Agreement to ensure affordable rent levels for 55 years. When the Authority originally approved the AHPDA and the form of the Authority Regulatory Agreement, it required 5 units be restricted to households earning 50% of AMI and 38 units at 60% AMI pursuant to Health and Safety Code Section 50053(b) ("RDA Rents"). The RDA Rents are approximately $125 lower for a one-bedroom unit and $300 lower for a two-bedroom unit than comparable Tax Credit Rents. Subsequent to the Authority's approval, when applying for Tax Credits, Chelsea made its tax credit application more competitive by targeting deeper affordability levels than originally proposed for 15 units. The Project will have 3 units at 40% AMI, 11 units at 50% AMI, 6 units at 55% AMI and 23 units at 60% of AMI. The reduction in rental rates brings the project's average affordability rate from the original 59% to the current 55.3%. While Chelsea's Affordable Project has deeper affordability levels than originally proposed, and all of the units meet Tax Credit Rents, the rental rates on 29 units will exceed the RDA Rents. In order to ensure the financial viability of the Project, Chelsea is requesting an amendment to the Authority, Regulatory Agreement and Notice of Affordability Restrictions on Transfer of Property. The proposed Amendment No. 2 to the AHPDA, as shown in Attachment A to this report, would modify the AHPDA to provide that the Authority Loan is allocated to pay solely for the costs of developing the 14 dwelling units in the Project that meet RDA Rents. The remaining 29 affordable units in the Affordable Project will continue to be restricted to low income households pursuant to the tax credit regulatory agreement to be recorded at the closing of Chelsea's financing for the Project, for a period of 55 years. In addition, the loan from the County of San Diego has a separate regulatory agreement that restricts the affordability of the project for 99 years. The proposed amendment to the AHPDA results in similar changes to the Authority Regulatory Agreement and the and Notice of Affordability Restrictions on Transfer of Property. The proposed changes to the Authority documents 2 of 23 November 17, 2020, Item #6will not have any impact on the City's ability to count the units towards its Regional Housing Needs Assessment requirements. Environmental Review: This action is not subject to review under the California Environmental Quality Act (CEQA). Fiscal Impact: The original Authority approval of the AHPDA provided for an Authority Loan in an amount not to exceed $2.2 million. Through costs savings and securing additional financing sources, the Authority Loan has been reduced to $1,748,000. Public Notification: None Attachment: A. Amendment No. 2 to the Affordable Housing and Property Disposition Agreement, Amendment No. 1 to Affordable Housing Authority Regulatory Agreement, and Amended and Restated Notice of Affordability Restrictions on Transfer of Property Reviewed/ Approved By: Assistant City Manager 3 of 23 Reviewed By: Alan Fenstermacher City Attorney Approved By: Cho/!k? City Manager AMENDMENT NO. 2 TO AFFORDABLE HOUSING AND PROPERTY DISPOSITION AGREEMENT THIS AMENDMENT NO. 2 TO AFFORDABLE HOUSING AND PROPERTY DISPOSITION AGREEMENT (this "Amendment No. 2"), dated as of November _2020, is entered into by and between the CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic ("Authority"), and POWAY COMMONS AFFORDABLE CIC, LP, a California limited partnership ("Developer"), with respect to the following facts: RECITALS A.On or about April 11, 2019, Authority and Poway Commons, LLC, a Delaware limited liability company ("Poway Commons"), entered into that certain Affordable Housing and Property Disposition Agreement, as amended by that certain First Amendment to Affordable Housing and Property Disposition Agreement entered into between Authority and Poway Commons on or about August 12, 2019, pursuant to which (i)Authority agreed to sell to Poway Commons certain real property referred to therein asthe "Property," and (ii) Poway Commons agree to subsequently transfer the Property toa limited partnership to be established by Chelsea Investment Corporation, a California corporation ("Chelsea") for the limited partnership's development and operation thereon of a forty-four (44) unit senior affordable apartment project, with all but one of the units restricted, in perpetuity, for occupancy by income-qualified senior households (asamended, the "AHPDA"). B.On or about February 10, 2020, Poway Commons assigned all of its right,title, interest, and obligations in, to and under the AHPDA to MC Poway 97 LLC, a Delaware limited liability company ("MC Poway 97"). C.On or about April 29, 2020, Authority sold the Property to MC Poway 97.Concurrently with said sale, (i) Authority and MC Poway 97 entered into that certain Affordable Housing Regulatory Agreement, which was recorded in the Official Records of San Diego County on April 30, 2020, as Instrument No. 2020-0221513 (the "Authority Regulatory Agreement"), and (ii) Authority executed that certain Notice of Affordability Restrictions on Transfer of Property, which was recorded in the Official Records of San Diego County on April 30, 2020, as Instrument No. 2020-0221511 (the "Notice of Affordability Restrictions"). D.Chelsea has established Developer for purposes of owning and developing the "Project" (as defined in the AHPDA). Developer has applied for and has obtained an allocation of tax credits and commitments for a construction loan and other financing necessary to develop the Project, all of which financing is closing concurrently with the execution of this Amendment No. 2. E.Concurrently with the execution of this Amendment No. 2, MC Poway 97 assigned all of its right, title, interest, and obligations in, to and under the Authority Regulatory Agreement and the Notice of Affordability, and certain of its right, title, interest, and obligations in, to and under the AHPDA, to Developer . 882/012782-0029 15720032.3 al 1/09/20 4 of 23 ATTACHMENT A November 17, 2020, Item #6 November 17, 2020, Item #6F Developer has requested certain changes to the affordability mix of the Project, consistent with the income targeting requirements of projects funded with low income housing tax credits, in order to ensure that the financial projections for the Project are consistent with the senior lender's underwriting requirements for the Project. G. Authority has agreed to the changes, subject to the terms and conditions of this Amendment No. 2. NOW THEREFORE, for valuable consideration, Developer and Authority agree as follows: 1. Affordability Restrictions in AHPDA. The AHPDA is hereby modified to provide that the Authority Loan shall be allocated to pay solely for the costs of developing fourteen (14) of the dwelling units in the Project (the "Restricted Units"). Notwithstanding the foregoing, Developer represents to Authority that all of the units in the Project will be restricted to low income households, pursuant to the tax credit regulatory agreement to be recorded against the Project, for a period of fifty-five (55) years. 2. Implementing Amendments. Concurrently with the execution hereof, (i) Authority and Developer shall enter into and record an amendment to the Authority Regulatory Agreement substantially in the form attached hereto and incorporated herein as Exhibit 1 (the "Authority Regulatory Agreement Amendment"), and (ii) Authority shall execute and record an amended and restated version of the Notice of Affordability Restrictions substantially in the form attached hereto and incorporated herein as Exhibit 2_ (the "Amended and Restated Notice of Affordability Restrictions"). 3. Full Force and Effect. Except as expressly modified by this Amendment No. 2, the AHPDA remains unchanged and in full force and effect. 4. Attorney's Fees. In the event of any action between the parties hereto seeking enforcement of any of the terms and conditions to this Amendment No. 2, the prevailing party in such action shall be awarded its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 5. Interpretation. This Amendment No. 2 shall be construed according to its fair meaning and as if prepared by all of the parties hereto. 6. Governing Law. This Amendment No. 2 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of San Diego, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 2. 7. Counterparts. This Amendment No. 2 may be executed in counterparts by the parties hereto. All counterparts so executed shall constitute one document binding on all the parties hereto. 882/012782-0029 15720032.3 al 1/09/20 5 of 23 -2- November 17, 2020, Item #6IN WITNESS WHEREOF, this Amendment No. 2 has been executed as of the date set forth above. "DEVELOPER" POWAY COMMONS AFFORDABLE CIC, LP, a California limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation Its: Managing General Partner By: ___________ _ Robert W. Laing, President/Executive Director By: CIC Poway Commons Affordable, LLC, a California limited liability company Its: Administrative General Partner By: Chelsea Investment Corporation, a California corporation, as Manager By: _________ _ Cheri Hoffman, President "AUTHORITY" CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic By: ____________ _ Chris Hazeltine, Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP Alan Fenstermacher, Authority Special Counsel 882/012782-0029 15720032.3 al 1/09/20 6 of 23 -3- November 17, 2020, Item #6882/012782-0029 15720032.3 al 1/09/20 7 of 23 EXHIBIT 1 FORM OF REGULATORY AGREEMENT AMENDMENT Exhibit 1 November 17, 2020, Item #6RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Poway Housing Authority 13325 Civic Center Drive Poway, CA 92064 Attention: Authorit Secreta Space Above This Line for Recorder's Use (Exempt from Recording Fee per Gov't Code § 27383) AMENDMENT NO. 1 TO AFFORDABLE HOUSING REGULATORY AGREEMENT THIS AMENDMENT NO. 1 TO AFFORDABLE HOUSING REGULATORY AGREEMENT ("Amendment No. 1 ") is made and entered into as of November_, 2020 (the "Amendment Effective Date") by and between CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic ("Authority"), and POWAY COMMONS AFFORDABLE CIC, LP, a California limited partnership ("Developer"). A. Concurrently with the execution and recordation hereof in the Official Records of the County of San Diego (the "Official Records"), Developer is acquiring fee title to that certain real property located in the City of Poway, County of San Diego, State of California (the "Property"). The Property is more particularly described in Exhibit "A", which is attached hereto and incorporated herein by this reference. B. Developer is acquiring the Property from MC Poway 97 LLC, a Delaware limited liability company ("MC Poway 97"), which acquired the Property from Authority pursuant to that certain Affordable Housing and Property Disposition Agreement entered into on or about April 11, 2019, between Authority and Poway Commons, LLC, a Delaware limited liability company (Poway Commons"), as amended by that certain Frist Amendment to Affordable Housing and Property Disposition Agreement entered into on or about August 12, 2019, between Authority and Poway Commons (as amended, the "Original AHPDA"), and as subsequently assigned by Poway Commons to MC Poway 97. C. The Original AHPDA requires the Property to be developed and operated as a forty-four (44) unit senior affordable apartment project with all but one of the units restricted, in perpetuity, for occupancy by income-qualified senior households. Pursuant to the Original AHPDA, in connection with Authority's sale of the Property to MC Poway 97, Authority and MC Poway 97 entered into that certain Affordable Housing Regulatory Agreement, which was recorded in the Official Records on April 30, 2020, as Instrument No. 2020-0221513 (the "Authority Regulatory Agreement"). Concurrently with the recordation hereof in the Official Records, MC Poway 97 assigned to Developer and Developer assumed all of MC Poway 882/012782-0029 15720032.3 al 1/09/20 8 of 23 -1- November 17, 2020, Item #697's obligations under the Authority Regulatory Agreement pursuant to an assignment and assumption agreement being recorded concurrently herewith. D. Concurrently but prior to the execution and recordation hereof in the Official Records, (i) Developer is assuming certain of the rights and obligations of MC Poway 97 under the Original AHPDA, and (ii) Developer and Authority are entering into that certain Amendment No. 2 to Affordable Housing and Property Disposition Agreement to make certain changes to the affordability restrictions, consistent with the income targeting requirements of projects funded with low income housing tax credits, for purposes of ensuring that the financial projections for the Project are consistent with the senior lender's underwriting requirements for the Project. E. Authority and Developer now wish to amend the Authority Regulatory Agreement as further set forth herein. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Amendments to Authority Regulatory Agreement. The Authority Regulatory Agreement is hereby amended as follows: (a) The defined terms"50% Income Household" and "50% Income Unit" and all references to such terms are hereby deleted and shall have no further force or effect. (b) The defined term "Affordable Units" is hereby replaced, in its entirety, with the following: "Affordable Units" means the following fourteen (14) rental units in the Project: (i) Eleven (11) one (1) bedroom, one (1) bath units; and (ii) Three (3) two (2) bedroom, one (1) bath units. (c) The defined term "Authority Loan" shall be replaced in its entirety, with the following: "Authority Loan" means the loan provided by Authority to Developer pursuant to the Agreement to assist Developer with the costs Developer incurs in developing the Affordable Units. (d) Exhibit F is hereby replaced, in its entirety, with the replacement Exhibit F attached hereto and incorporated as Exhibit "B". 882/012782-0029 15720032.3 al 1/09/20 9 of 23 -2- November 17, 2020, Item #62. Additional Regulatory Agreements. Notwithstanding anything to the contrary herein, Developer acknowledges and agrees that with the exception of one (1) manager's unit, all of the units in the Project will be restricted pursuant to the Additional Regulatory Agreements to occupancy by low income households at an affordable rent pursuant to Tax Credit Rules and the requirements set forth in the Additional Regulatory Agreements, and nothing herein shall affect Authority's rights pursuant to Section 4.14 of the Authority Regulatory Agreement to enforce the terms of the Additional Regulatory Agreements. 3. Defined Terms. All capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Authority Regulatory Agreement. 4. Full Force and Effect. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and conditions of the Authority Regulatory Agreement shall remain in full force and effect. 5. Attorney's Fees. In the event of any action between the parties hereto seeking enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in such action shall be awarded its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 6. Interpretation. This Amendment No. 1 shall be construed according to its fair meaning and as if prepared by all of the parties hereto. 7. Governing Law. This Amendment No. 1 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of San Diego, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 1. 8. Time of Essence. Time is of the essence of this Amendment No. 1 and of each and every term and provision hereof. 9. Counterparts. This Amendment No. 1 may be executed in counterparts, each of which, when this Amendment No. 1 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 882/012782-0029 15720032.3 al 1/09/20 10 of 23 -3- November 17, 2020, Item #6IN WITNESS WHEREOF, Authority and Developer each hereby represents that it has read this Amendment No. 1, understands it, and hereby executes this Amendment No. 1 to be effective as of the day and year first written above. "AUTHORITY" CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic By:----------------Chris Hazeltine, Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP Alan Fenstermacher, Authority Special Counsel "DEVELOPER" POWAY COMMONS AFFORDABLE CIC, LP, a California limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation Its: Managing General Partner By: ___________ _ Robert W. Laing, President/Executive Director By: CIC Poway Commons Affordable, LLC, a California limited liability company Its: Administrative General Partner By: Chelsea Investment Corporation, a California corporation, as Manager 882/012782-0029 15720032.3 al 1/09/20 11 of 23 By:----------Cheri Hoffman, President -4- November 17, 2020, Item #6A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________ _ On , before me, -------------------------(insert name and title of the officer) Notary Public, personally appeared ___________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _____________ _ (Seal) 882/012782-0029 1~~¥-2'31/09/20 November 17, 2020, Item #6A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________ _ On , before me, -------------------------(insert name and title of the officer) Notary Public, personally appeared ___________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _____________ _ (Seal) 882/012782-0029 fj2~f"231/09/20 November 17, 2020, Item #6A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________ _ On , before me, -------------------------(insert name and title of the officer) Notary Public, personally appeared __________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _____________ _ (Seal) 882/012782-0029 1 ~2~¥-231/09/20 November 17, 2020, Item #6EXHIBIT "A" LEGAL DESCRIPTION That certain real property located at 13100 Poway Road in the City of Poway, County of San Diego, State of California, as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER, DISTANT, THEREON SOUTH 89°08'30" EAST 332.00 FEET FROM THE SOUTHWEST CORNER THEREOF, SAID POINT BEING THE SOUTHEAST CORNER OF LAND CONVEYED TO JAMES ALBERT SILKWOOD AND WIFE, BY DEED RECORDED IN BOOK 5316, PAGE 83 OF OFFICIAL RECORDS; THENCE CONTINUING SOUTH 89°08'30" EAST 281.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF SAID NORTHWEST QUARTER NORTH 01 °26'10" EAST 50 FEET TO THE NORTH LINE OF THE SOUTH 50 FEET OF SAID NORTHWEST QUARTER BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID LINE SOUTH 89°08'30" EAST 176.48 FEET TO A TANGENT 20 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY IN THE WESTERLY LINE OF TARASCAN DRIVE AS SHOWN ON HERITAGE HILLS ACCORDING TO MAP NO. 5934 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE BOUNDARY LINE OF SAID MAP NO. 5934, NORTHEASTERLY ALONG SAID CURVE 31.17 FEET; THENCE TANGENT TO SAID CURVE NORTH 1°33'47" EAST 320.27 FEET; THENCE NORTH 89°08'30" WEST 68 FEET; THENCE LEAVING SAID BOUNDARY NORTH 89°08'30" WEST 129 FEET TO A LINE WHICH BEARS NORTH 01 °26'1 O" EAST PARALLEL WITH SAID WEST LINE FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 01 °26'10" WEST 340.02 FEET TO THE TRUE POINT OF BEGINNING. APN: 317-101-06 882/012782-0029 15720032.3 al 1/09/20 15 of 23 November 17, 2020, Item #6882/012782-0029 15720032.3 al 1/09/20 16 of 23 EXHIBIT "B" [See following document] November 17, 2020, Item #6Size One bedroom Two bedrooms 882/012782-0029 15720032.3 al 1/09/20 17 of 23 EXHIBIT F Restricted Unit Matrix No. of Affordable Units 11 3 Manager Unit 1 November 17, 2020, Item #6882/012782-0029 15720032.3 al 1/09/20 18 of 23 EXHIBIT 2 FORM OF AMENDED AND RESTATED NOTICE OF AFFORDABILITY RESTRICTIONS Exhibit 2 November 17, 2020, Item #6RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Poway Housing Authority 13325 Civic Center Drive Poway, CA 92064 Attn: Cit Clerk Exempt From Recording Fee Pursuant to Government Code § 27383 AMENDED AND RESTATED NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY Important notice to owners, purchasers, tenants, lenders, brokers, escrow and title companies, and other persons, regarding affordable housing restrictions on the real property described in this Notice: Affordable housing restrictions have been recorded with respect to the property described below (referred to in this Notice as the "Property") which require that the Property be developed as an affordable rental housing development and that fourteen (14) of the units be rented to and occupied by persons and households of limited income at affordable rents. Title of Document Containing Affordable Housing Restrictions: Affordable Housing Regulatory Agreement, recorded on April 30, 2020, as Instrument No. 2020-0221513 ("Original Agreement") as amended by Amendment No. 1 to Affordable Housing Regulatory Agreement ("First Amendment"). The Original Agreement, as modified by the First Amendment, is hereinafter referred to as the "Agreement". Parties to Agreement: Poway Commons Affordable CIC, LP, a California limited partnership ("Developer"), and the City of Poway Housing Authority, a public body, corporate and politic ("Authority"). The First Amendment is recorded concurrently with this Notice, in the Official Records of San Diego County. Legal Description of Property: See Exhibit "A" attached hereto and incorporated herein by this reference. 882/012782-0029 15720032.3 al 1/09/20 19 of 23 -1- November 17, 2020, Item #6Property Location: Located in the City of Poway, County of San Diego, State of California. Assessor's Parcel Numbers of Property: 317-101-06. Summary of Agreement: o The Agreement requires Developer to develop a forty-four (44) unit senior affordable rental Project on the Property; o The Agreement restricts the rental of fourteen (14) units to households whose annual income does not exceed 60% of the area median income for San Diego County, adjusted for household size, all as established by HUD, and as published periodically by HCD. o The Agreement restricts the rents that may be charged to such households to the maximum amount of rent, including a reasonable utility allowance, that does not exceed the rent permitted to be charged to the household, determined pursuant to Health and Safety Code Section 50053(b ). o The Agreement shall remain in effect, in perpetuity. This Notice does not contain a full description of the details of all of the terms and conditions of the Agreement. You will need to obtain and read the Agreement to fully understand the restrictions and requirements which apply to the Property. This Notice is being recorded and filed in compliance with Health and Safety Code Section 33334.3(f)(3) and (4 ), and shall be indexed against Developer, who will own fee title to the Property, and Authority. 882/012782-0029 15720032.3 al 1/09/20 20 of 23 [signature on next page] -2- November 17, 2020, Item #6Date: , 2020 -------882/012782-0029 15720032.3 al 1/09/20 21 of 23 "Authority" CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic By: _________ _ Chris Hazeltine, Executive Director -3- November 17, 2020, Item #6A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________ _ On , before me, -------------------------(insert name and title of the officer) Notary Public, personally appeared ___________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ____ _ (Seal) November 17, 2020, Item #6EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY That certain real property located at 13100 Poway Road in the City of Poway, County of San Diego, State of California, as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER, DISTANT, THEREON SOUTH 89°08'30" EAST 332.00 FEET FROM THE SOUTHWEST CORNER THEREOF, SAID POINT BEING THE SOUTHEAST CORNER OF LAND CONVEYED TO JAMES ALBERT SILKWOOD AND WIFE, BY DEED RECORDED IN BOOK 5316, PAGE 83 OF OFFICIAL RECORDS; THENCE CONTINUING SOUTH 89°08'30" EAST 281.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF SAID NORTHWEST QUARTER NORTH 01°26'10" EAST 50 FEET TO THE NORTH LINE OF THE SOUTH 50 FEET OF SAID NORTHWEST QUARTER BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID LINE SOUTH 89°08'30" EAST 176.48 FEET TO A TANGENT 20 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY IN THE WESTERLY LINE OF TARASCAN DRIVE AS SHOWN ON HERITAGE HILLS ACCORDING TO MAP NO. 5934 FILED IN THE OFFICE OF THE COUNTY. RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE BOUNDARY LINE OF SAID MAP NO. 5934, NORTHEASTERLY ALONG SAID CURVE 31.17 FEET; THENCE TANGENT TO SAID CURVE NORTH 1 °33'47" EAST 320.27 FEET; THENCE NORTH 89°08'30" WEST 68 FEET; THENCE LEAVING SAID BOUNDARY NORTH 89°08'30" WEST 129 FEET TO A LINE WHICH BEARS NORTH 01 °26'10" EAST PARALLEL WITH SAID WEST LINE FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 01 °26'1 O" WEST 340.02 FEET TO THE TRUE POINT OF BEGINNING. APN: 317-101-06 882/0 l 2782-0029 15720032.3 al l/09/20 23 of 23 November 17, 2020, Item #7DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA RE PO RT City of Poway November 17, 2020 Honorable Mayor and Members of the City Council Robert Manis, Director of Development Services /,v1 Brian Banzuelo, Associate Civil Engineer (858) 668-4623 or bbanzuelo@poway.org CITY COUNCIL Approval of Consultant Agreement with Infrastructure Engineering Corporation for Design Services for the Bowron Road Sewer Upsize project, RFP No. 21-012 This Consultant Agreement will provide design services for the Bowron Road Sewer Upsize project. Recommended Action: It is recommended that the City Council approve the Agreement with Infrastructure Engineering Corporation for Design Services for the Bowron Road Sewer Upsize project, per the outlined terms of the Consultant Agreement (Attachment A), and authorize the City Manager to execute the necessary documents. Discussion: The Bowron Road Sewer Upsize project replaces surcharging pipes along Bowron Road, south of Poway Road as identified in the 2013 Sanitary Sewer Master Plan. With additional development along Poway Road, the priority of this project has been elevated. On September 28, 2020, the Development Services Department put out a Request for Proposal (RFP #21-012) for design services for the Bowron Road Sewer Upsize project and received six proposals. The project scope includes the upsizing of the sewer on Bowron Road, and replacement of an adjacent collector sewer line. After careful review of the proposals, staff determined that Infrastructure Engineering Corporation was highly qualified and the best firm to perform the design work required. Approval of this Agreement will provide professional design services for the Bowron Road Sewer Upsize project. This includes performing a preliminary investigation that will include geotechnical investigation and design survey. After the preliminary investigation, the consultant will complete the design and construction documents which are anticipated to be finalized in approximately four (4) months. The consultant will then assist City staff with construction administration tasks. 1 of 24 November 17, 2020, Item #7Environmental Review: The action is not subject to review under the California Environmental Quality Act (CEQA). Fiscal Impact: As outlined in the Agreement, the consultant's fee for design services will not exceed $89,110. Sufficient funds are available for this request as there is $400,000.00 currently available in the Bowron Road Sewer Upsize project (SWR0006). Funding for the pipeline upsizing project comes from sewer connection fees paid by new development connecting to the sewer system and not by existing ratepayers. However, during the Fiscal Year 2020-21 Operating Budget and Capital Improvement Program the funding source for the pipeline upsizing project was shown as sewer operations. Staff will adjust the funding source for this project from Fund 5200 (sewer operations) to Fund 5210 (sewer connection fees) to correct. The correction will not impact ratepayers. Public Notification: None. Attachments: A Consultant Agreement Reviewed/ Approved By: We~ Kaserman Assistant City Manager 2 of 24 Reviewed By: Alan Fenstermacher City Attorney Approved By: November 17, 2020, Item #7City of Poway STANDARD AGREEMENT FOR SERVICES This Agreement, entered into this 18th day of November, 2020, by and between the CITY OF POWAY (hereinafter referred to as "City") and INFRASTRUCTURE ENGINEERING CORPORATION (hereinafter referred to as "Consultant"). RECITALS WHEREAS, City desires to obtain the services of a private consultant for the preparation of plans, specifications, estimates and construction administration for the Bowron Road Sewer Upsize Project (Project); and WHEREAS, Consultant is a civil engineering consulting firm and has represented that Consultant possesses the necessary qualifications to provide such services; and WHEREAS, City has authorized the preparation of an agreement to retain the services of Consultant as hereinafter set forth. NOW, THEREFORE, IT IS MUTUALLY AGREED THAT CITY DOES HEREBY RETAIN CONSUL TANT ON THE FOLLOWING TERMS AND CONDITIONS: 1. Scope of Services. Consultant shall provide services as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 2. Compensation and Reimbursement. City shall compensate and reimburse Consultant as provided in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 3. Term of Agreement. The term of this Agreement shall be as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 4. Termination. This Agreement may be terminated with or without cause by City. Termination without cause shall be effective only upon 60-day written notice to Consultant. During said 60-day period Consultant shall perform all consulting services in accordance with this Agreement. This Agreement may be terminated by City for cause in the event of a material breach of this Agreement, misrepresentation by Consultant in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by City. Termination for cause shall be effected by delivery of written notice of termination to Consultant. Such termination shall be effective upon delivery of said notice. 3 of 24 1 ATTACHMENT A November 17, 2020, Item #75. Confidential Relationship. City may from time to time communicate to Consultant certain information to enable Consultant to effectively perform the services. Consultant shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the City. Consultant shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services. The foregoing obligation of this Paragraph 5, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Consultant, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Consultant without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Consultant by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. Consultant shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this contract without the prior written consent of the City. In its performance hereunder, Consultant shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 6. and expense. 7. Office Space and Clerical Support. Consultant shall provide its own office space and clerical support at its sole cost Covenant Against Contingent Fees. Consultant declares that it has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, that it 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 the Agreement. For breach of violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 8. Ownership of Documents. All memoranda, reports, plans, specifications, maps and other documents prepared or obtained under the terms of this Agreement shall be the property of City and shall be delivered to City by Consultant upon demand. 9. Conflict of Interest and Political Reform Act Obligations. During the term of this Agreement Consultant shall not act as consultant or perform services of any kind for any person or entity whose interests conflict in any way with those of the City of Poway. Consultant shall at all times comply with the terms of the Political Reform Act and the local conflict of interest code. Consultant shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Consultant has a financial interest as defined in Government Code Section 87103. Consultant represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the City. 2 4 of 24 November 17, 2020, Item #7"Consultant" means an individual who, pursuant to a contract with a state or local agency: (A) Makes a governmental decision whether to: 1. Approve a rate, rule or regulation; 2. Adopt or enforce a law; 3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; 4. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval; 5. Grant City approval to a contract that requires City approval and to which the City is a party, or to the specifications for such a contract; 6. Grant City approval to a plan, design, report, study, or similar item; 7. Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or (B) Serves in a staff capacity with the City and in that capacity participates in making a governmental decision as defined in the Political Reform Act and/or implementing regulations promulgated by the Fair Political Practices Commission, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code. DISCLOSURE DETERMINATION: 1:8'.1 1. Consultant/Contractor will not be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. No disclosure required. D 2. Consultant/Contractor will be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. As a result, Consultant/Contractor shall be required to file a Statement of Economic Interest with the City Clerk of the City of Poway in a timely manner as required by law. Robert J. Manis, Director of Development Services 10. No Assignments. Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. 11. Maintenance of Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the contract period and for three (3) 3 5 of 24 November 17, 2020, Item #7years from the date of final payment under this Agreement, for inspection by City and copies thereof shall be furnished, if requested. 12. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City of Poway. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes such services. 13. Licenses, Permits, Etc. Consultant represents and declares to City that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for Consultant to practice its profession. 14. Consultant's Insurance. Consultant shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 15. Indemnification. (a) For Claims (as defined herein) other than those alleged to arise from Consultant's negligent performance of professional services, City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "lndemnitees") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, protect and hold harmless lndemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "Claims"), which lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of Consultant's negligent performance under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees. (b) For Claims alleged to arise from Consultant's negligent performance of professional services, lndemnitees shall have no liability to Consultant or any other person for, and Consultant shall indemnify and hold harmless lndemnitees from and against, any and all Claims that lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise to the extent occurring as a result of Consultant's negligent performance of any professional services under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees, committed in performing any of professional services under this Agreement. For Claims alleged to arise from Consultant's professional services, Consultant's defense obligation to I ndemnitees shall include only the reimbursement of reasonable defense costs and attorneys' fees to the extent caused by Consultant's negligence. 4 6 of 24 November 17, 2020, Item #7( c) The foregoing obligations of Consultant shall not apply to the extent that the Claims arise from the sole negligence or willful misconduct of City or its elected and appointed boards, officials, officers, agents, employees and volunteers. (d) In any and all Claims against City by any employees of the Consultant, anyone directly or indirectly employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 15 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant under worker's compensation acts, disability benefit acts or other employee benefit acts. (e) Consultant shall, upon receipt of written notice of any Claim, promptly take all action necessary to make a claim under any applicable insurance policy or policies Consultant is carrying and maintaining; however, if Consultant fails to take such action as is necessary to make a claim under any such insurance policy, Consultant shall reimburse City for any and all costs, charges, expenses, damages and liabilities incurred by City in making any claim on behalf of Consultant under any insurance policy or policies required pursuant to this Agreement. (f) The obligations described in Section 15(a) through (e) above shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person indemnified pursuant to this Section 15. (g) The rights and obligations of the parties described in this Section 15 shall survive the termination of this Agreement. 16. Assumption of Risk. Except for injuries to persons caused by the willful misconduct of any lndemnitee and not covered by insurance maintained, or required by this Agreement to be maintained, by Consultant: (a) Consultant hereby assumes the risk of any and all injury and damage to the personnel (including death) and property of Consultant that occurs in the course of, or in connection with, the performance of Consultant's obligations under this Agreement, including but not limited to Consultant's Scope of Services; and (b) it is hereby agreed that the lndemnitees are not to be liable for injury or damage which may be sustained by the person, goods or property of Consultant or its employees in connection with Consultant's performance its obligations under this Agreement, including but not limited to Consultant's Scope of Services. 17. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 18. Personnel. Consultant shall assign qualified and certified personnel to perform requested services. The City shall have the right to review and disapprove personnel for assignment to Poway projects. City shall have the unrestricted right to order the removal of any person(s) assigned by Consultant by giving oral or written notice to Consultant to such effect. 5 7 of 24 November 17, 2020, Item #7Consultant's personnel shall at all times comply with City's drug and alcohol policies then in effect. 19. Notices. Notices shall be given as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 20. Governing Law, Forum Selection and Attorneys' Fees. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Each party to this Agreement consents to personal jurisdiction in San Diego County, California, and hereby authorizes and accepts service of process sufficient for personal jurisdiction by first class mail, registered or certified, postage prepaid, to its address for giving notice as set forth in Exhibit "A" hereto. Any action to enforce or interpret the terms or conditions of this Agreement shall be brought in the Superior Court in San Diego County, Central Division, unless the parties mutually agree to submit their dispute to arbitration. Consultant hereby waives any right to remove any such action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394. The prevailing party in any such action or proceeding shall be entitled to recover all of its reasonable litigation expenses, including its expert fees, attorneys' fees, courts costs, arbitration costs, and any other fees. Notwithstanding the foregoing, in the event that the subject of such an action is compensation claimed by Consultant in the event of termination, Consultant's damages shall be limited to compensation for the 60-day period for which Consultant would have been entitled to receive compensation if terminated without cause, and neither party shall be entitled to recover their litigation expenses. 21. Gender. Whether referred to in the masculine, feminine, or as "it," "Consultant" shall mean the individual or corporate consultant and any and all employees of consultant providing services hereunder. 22. Counterparts. This Agreement (and any amendments) may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents delivered by telephonic facsimile transmission shall be valid and binding. 23. Entire Agreement. This Agreement shall constitute the entire understanding between Consultant and City relating to the terms and conditions of the services to be performed by Consultant. No agreements, representations or promises made by either party, whether oral or in writing, shall be of any force or effect unless it is in writing and executed by the party to be bound thereby. 24. Certification and Indemnification Regarding Public Employees' Retirement Law/Pension Reform Act of 2013. Contractor hereby certifies that all persons providing services to City by Contractor are not current members of the California Public Employees' Retirement System (Cal PERS) and shall not become members of CalPERS while providing services to City. 6 8 of 24 November 17, 2020, Item #7Contractor further provides that in the event Contractor assigns a retired annuitant receiving a pension benefit from CalPERS to perform services for City, the retired annuitant is in full compliance with Government Code section 7522.56. A copy of Government Code section 7522.56 is attached hereto as Exhibit "B." Further, Contractor hereby fully and unconditionally indemnifies City from all penalties, fees, employer and employee contributions, or any other assessments imposed by CalPERS in the event CalPERS determines the person assigned by Contractor to provide services to City has been misclassified. 25. Severability. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect. (Remainder of page intentionally left blank) 7 9 of 24 November 17, 2020, Item #7IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written. CITY OF POWAY By: __________ _ Chris Hazeltine, City Manager Date: __________ _ ATTEST: Vaida Pavolas, CMC, City Clerk APPROVED AS TO FORM: By:-------------Alan Fenstermacher, City Attorney 10 of 24 INFRASTRUCTURE ENGINEERING CORPORATION 8 By:------------Robert Weber, President Date: ___________ _ November 17, 2020, Item #7A. "SPECIAL PROVISIONS" EXHIBIT "A" Scope of Services. Consultant agrees to perform consulting services as required by City, which shall consist of the preparation of plans, specifications, estimates and construction administration services further described in the Scope of Services submitted with the proposals, which is included in this document as Attachment 1, and incorporated by reference, as if its contents were fully set forth herein. Consultant shall provide the necessary qualified personnel to perform the services. B. Compensation and Reimbursement. City shall pay Consultant a fee in accordance with the Fee Proposals submitted with the proposals, which are included in this document as Attachment 2. Total fee is not to exceed $89,110. Consultant's fee shall include and Consultant shall be responsible for the payment of all federal, state, and local taxes of any kind which are attributable to the compensation received. In addition to said consulting fee, Consultant shall be reimbursed for all reasonable expenses, including lodging, telephone, and travel (air, auto, rail) necessarily incurred in performance of the services. Consultant shall bill City for such expenses as incurred, referencing this Agreement. All expenses shall be itemized and supported by receipts for amounts in excess of Twenty-Five Dollars ($25.00). Statements for reimbursement of expenses shall be paid within ten (10) days of approval by City. All air travel shall be billed at coach or special fare rates. Reimbursement for lodging is limited to travel from outside of San Diego County. Consultant shall receive prior authorization for air travel and lodging expenses. All other expenses shall be reimbursed in accordance with City's cash disbursement policies in effect at the time incurred. C. Term of Agreement. This Agreement shall commence and be effective as of November 18, 2020 ("Effective Date"), and shall automatically terminate upon completion of the Project, as determined by the City in its sole discretion, unless sooner terminated by City as provided in the section of this Agreement entitled "Termination." Upon the termination of this Agreement, Consultant shall return to City any and all equipment, documents or materials and all copies made thereof which Consultant received from City or produced for City for the purposes of this Agreement. D. Consultant's Insurance. 1. Coverages: Consultant shall obtain and maintain during the life of this Agreement all of the following insurance coverages: (a) Comprehensive General Liability. including premises-operations, products/completed, broad form property damage, and blanket contractual liability with the following coverages: General Liability $1,000,000 Bodily Injury and Property Damage combined each occurrence and $2,000,000 aggregate. 11 of 24 November 17, 2020, Item #7(b) Automobile Liability. including owned, hired, and non-owned vehicles: $1,000,000 combined single limit. (c) Consultant shall obtain and maintain, during the life of the Agreement, a policy of Professional Errors and Omissions Liability Insurance with policy limits of not less than $1,000,000 combined single limits, per claim and annual aggregate. ( d) Workers' Compensation insurance in statutory amount. All of the endorsements which are required above shall be obtained for the policy of Workers' Compensation insurance. 2. Endorsements: Endorsements shall be obtained so that each policy contains the following three provisions: (a) Additional Insured. (Not required for Professional Errors and Omissions Liability Insurance or Workers' Compensation.) "City of Poway and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice. "Said policy shall not terminate, nor shall it be canceled, until thirty (30) days after written notice is given to City." (c) Primary Coverage. "The policy provides primary coverage to City and its elected and appointed boards, officers, agents, and employees. It is not secondary or in any way subordinate to any other insurance or coverage maintained by City." 3. Insurance Certificates: Consultant shall provide City certificates of insurance showing the insurance coverages described in the paragraphs above, in a form and content approved by City, prior to beginning work under this Agreement. E. Notices. All notices, billings and payments hereunder shall be in writing and sent to the following addresses: To City: To Consultant: 2 12 of 24 City of Poway -Development Services 13325 Civic Center Drive Poway, CA 92064 Infrastructure Engineering Corporation 14271 Danielson Street Poway, CA 9207 4 November 17, 2020, Item #7Attachment 1 SCOPE OF SERVICES SCOPE OF SERVICES • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • IEC has prepared the following scope to be responsive to the RFP dated September 28, 2020, and the Addendum 1, dated October 14, 2020. TASK 1-PRELMINARl'DESIGNINVE TIGATION-----------~---Deliverables: Geotechnical Engineering Report City Input: Storm drain record drawings, water and sewer record drawings, attend kick off meeting. Timeline: 4 weeks Scope: Upon Notice to Proceed, IEC will initiate the following three items under Task 1. GEOTECHNICAL ENGINEERING REPORT Scop-e to prepare the geotechnical engineering report includes the following: Preparing traffic control plans and obtaining an encroachment permits from the City of Poway. It is assumed the permit fee will be waived. Obtaining a boring permit in accordance with the County of San Diego Department of Environmental Health (DEH). Obtaining utility mark-outs from Underground Service Alert of Southern California and confirming markouts with a private utility locator to locate and mark utilities in the areas of the proposed borings. Drilling two 8-inch diameter test borings in the vicinity of the planned pipeline alignment to the depths of up to about 20 feet below existing grade using a truck-mounted drill rig equipped with a hollow-stem auger Exploring and noting the subsurface conditions encountered in our borings, including pavement section thicknesses, presence of groundwater and/or seepage, as well as characterization of the subsurface materials encountered in the borings Noting above ground geologic conditions pertinent to pipeline construction, including rock outcroppings. Backfilling the test borings in accordance with the DEH permit obtained from the County of San Diego and installing the minimum 2-foot by 2-foot asphalt trench cap with Aquaphalt as identified in Addendum 1. Presenting Atlas' professional opinions in a report. The report will include: o A plot plan showing the boring locations o Exploration logs with measured pavement section thicknesses and soil characterization detailing subsurface conditions noted at the boring locations. o A description of the above ground geologic conditions. o Groundwater levels and the necessity for dewatering o Excavation characteristics of the subsurface materials encountered o Backfill recommendations and the suitability of excavated materials for use as backfill and bedding o Allowable temporary excavation side slope and shoring recommendations o Lateral earth pressures and resistance to lateral loads o Support for the pipeline o Potential pipeline settlements o Appropriate types of bedding and backfill materials as well as placement and compaction procedures o Soil modulus E' for pipeline design o Subgrade compaction beneath pavements o New flexible pavement structural sections o Corrosivity of earth materials City of Poway Bowron Road Sewer Upsize RFP #21-012 13 of 24 14 IEC November 17, 2020, Item #7SCOPE OF SERVICES AERIAL AND FIELD SURVEY Scope to plot rights-of-way and easements and perform aerial mapping and field survey includes the following. Research record maps on file with the County of San Diego for Street Right-of-way locations and adjacent property lines. Locate and tie in record monuments to orient record property boundaries, street centerlines and right of way lines. Identify existing monuments that may be destroyed by construction. Establish NAO 83 horizontal and City of Poway vertical control on the project site. Set and locate five aerial targets. Provide flown aerial mapping and photogrammetric services including 2' contour intervals and identifiable planimetry visible in aerial photography. Limited field topography along Bowron Road from the north Right-of-way of Poway Road to the south end of Bowron Road, locating surface utilities within the right of way including meters, vault boxes, cleanouts, manholes, risers, poles and markouts. Storm drain catch basin location with grate corners, invert elevations and pipe sizes, and sewer manholes with pipe sizes and invert elevations will be collected. Preparation of base map at 1 "=40' with 2' contours, existing right of way lines, centerlines, property boundaries, surface utility locations, sewer details and storm drain details. UTILITY RECORD RESEARCH Scope to perform utility record research and plot existing utilities includes the following. IEC will conduct a DigAlert design request for the project area and contact identified utility owners in the area to request record drawings of utilities. Utility record drawings will be compiled and plotted into the CAD files. Location of utilities will be noted by incorporating record information along with surveyed utility box, manhole, valve, and catch basin information. Where available due to past construction or geotechnical investigations, markouts will be utilized to clarify utility locations. Gravity storm drain systems are not identified through Dig Alert design requests. IEC will request storm drain record drawings from the City. This information will be plotted in conjunction with the storm drain inverts obtained from the field survey. TASK 2 -50o/ CONSTRUCTION ooruMENT Deliverables: Three (3) hardcopy bond sets and 1 PDF copy of project plans for City review, 50% Engineer's Opinion of Probable Construction Cost and Greenbook format specification outline. Hydraulic capacity calculations. City Input: Attend 50% Design Kickoff Meeting, provide design flows Timeline: 2 weeks (overlapping task 1) Scope: The 50% design is intended to present the proposed horizontal alignment to the City. In the case of a gravity sewer, the horizontal alignment is heavily dependent on restrictions to the vertical alignment due to existing utilities. As such, the scope for the 50% design will present the horizontal alignment and vertical alignment with enough information to express the design intent without causing substantial rework in the event the City elects to modify the proposed design. This approach is specified in more detail below. CONTRACT DRAWINGS 50% Contract Drawings will include the following. Drawings to include the following sheets o Title Sheet o General Notes and Legend Sheet o (2) Civil Sheets showing the plan and profile of the proposed sewer o ( 1) additional plan and profile sheet if the City elects to include the additive alternative of vertically relocating the existing 8" PVC sewer City of Poway Bowron Road Sewer Upsize RFP #21-012 14 of 24 15 IEC November 17, 2020, Item #7SCOPE OF SERVICES Profile sections will annotate the slopes and inverts of the proposed sewer. Inverts will be given to the center of the manhole only, inlet and outlet inverts will not be provided at this submittal level. Utility crossings will be shown in the profile. Annotations of utility crossings will not be included in this submittal. Plan view will give general offsets from the proposed sewer to existing water lines and station the proposed alignment, and edge of right-of-way. Detailed coordinate and data tables providing stationing, lengths, and coordinates will not be included at this submittal. Right of ways, easements, road names and existing utility types and sizes will be annotated. Pavement repair requirements, site specific access restrictions, conceptual bypass requirements and other site specific construction requirements will not be annotated at this submittal level. Sewer manhole rechanneling details and connection details will not be provided at this submittal level. ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST The Engineer's Opinion of Probable Construction Cost will identify the major items of work and provide cost opinions based on experience with similar recently bid construction projects. SPECIFICATION OUTLINE The 50% Greenbook specification outline will identify where, in the Engineer's opinion additional specifications outside of Greenbook standard specifications will be required to adequately specify the work. Specific specification requirements are not included at this submittal. HYDRAULIC CALCULATIONS Based on the design flows provided by the City, IEC will size the proposed facilities to meet the City's design guidelines for the design of new facilities. TASK 3 -90 ~ CO <;TRUCTION DOCUMENF------------------Deliverables: Three (3) hardcopy bond sets and 1 PDF copy of project plans for City review, 50% Engineer's Opinion of Probable Construction Cost and Greenbook draft specification supplement. Updated hydraulic capacity calculations (if required). City Input: Comments provided following a one ( 1) week review of 50% design submittal. Timeline: 2 weeks Scope: The 90% design is intended to expand the proposed and approved 50% design concept to a near final design. If the 50% comments change the horizontal or vertical design, one (1) informal 50% level check set will be provided to confirm the proposed design. It is assumed that after the 50% design, or after the informal check set, if required, that no changes to the horizontal or vertical alignment will be made following 50% comments. Changes to the proposed vertical or horizontal alignment after 50% comments initiated by the City will result in additional scope and fee. This approach is specified in more detail below. CONTRACT DRAWINGS 90% Contract Drawings will include the following. Drawings to include the following sheets o Title Sheet o General Notes and Legend Sheet o (2) Civil Sheets showing the plan and profile of the proposed sewer o ( 1) additional plan and profile sheet if the City elects to include the additive alternative of vertically relocating the existing 8" PVC sewer o ( 1) Civil Details sheet showing manhole connection details and pavement repair section detail City of Poway Bowron Rood Sewer Upsize RFP #2 I -012 15 of 24 16 IEC November 17, 2020, Item #7SCOPE OF SERVICES Profile sections will annotate the slopes of the proposed sewer, inlet and outlet elevations of proposed manholes, manhole stationing, overall construction length, and proposed size, material and length of construction per sheet. Utility crossings will be shown and annotated in the profile. Plan view will give offsets from the proposed sewer to existing water lines and station the proposed alignment. Detailed coordinate and data tables will provide stationing, lengths, and coordinate points at manholes. Right of ways, easements, road names and existing utility types and sizes will be annotated. Pavement repair requirements, site specific access restrictions, conceptual bypass requirements and other site specific construction requirements will be annotated on the plan and profile sheets or on the civil detail sheet. Sewer manhole rechanneling details and connection details will be shown on the civil detail sheet. ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST The Engineer's Opinion of Probable Construction Cost will identify the major items of work and provide cost opinions based on experience with similar recently bid construction projects with additional backup in the form of "design level quotes" for major material items such as sewer pipeline and manholes from local vendors. SPECIFICATION SUPPLEMENT TO GREENBOOK The 90% proposed supplement to Greenbook specifications will provide detailed specifications to supplement the standard greenbook specifications. HYDRAULIC CALCULATIONS Updated hydraulic calculations will be provided if required due to a change in horizontal or vertical design following the 50% review. TASK 4 -l 00°1 co ST 'JCT O DC'Cl.iMENT ...---Deliverables: Three (3) hardcopy bond sets and 1 PDF copy of project plans for City review, 50% Engineer's Opinion of Probable Construction Cost and Greenbook specification supplement. City Input: Comments provided following a one (1) week review of 90% design submittal. Timeline: 2 weeks Scope: The 100% design is intended as a check set prior to the Bid ready set provided in Task 5. Changes to site specific requirements will be incorporated into this set for City review. Changes to the proposed vertical or horizontal alignment initiated by the City at this design level will result in additional scope and fee. This approach is specified in more detail below. CONTRACT DRAWINGS 100% Contract Drawings will include the following. Drawings to include the following sheets o Title Sheet o General Notes and Legend Sheet o (2) Civil Sheets showing the plan and profile of the proposed sewer o (1) additional plan and profile sheet if the City elects to include the additive alternative of vertically relocating the existing 8" PVC sewer o ( 1) Civil Details sheet showing manhole connection details and pavement repair section detail Plan sheets will include the same level of detail as shown in the 90% submittal with City comments specific to site specific conditions incorporated. City of Poway Bowron Road Sewer Upsize RFP #21-012 16 of 24 17 It IEC November 17, 2020, Item #7SCOPE OF SERVICES ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST The Engineer's Opinion of Probable Construction Cost will identify the major items of work and provide cost opinions based on experience with similar recently bid construction projects with additional backup in the form of "design level quotes" for major material items such as sewer pipeline and manholes from local vendors. Site specific conditions will be further detailed and cost opinions for such will be validated internally by IEC's construction management division. SPECIFICATION SUPPLEMENT TO GREENBOOK The 100% proposed supplement to Greenbook specifications will incorporate comments to the 90% detailed specifications to supplement the standard Greenbook specifications. TASK 5 -B D DOCUMENT--------------------Deliverables: Mylars signed by IEC's Project Manager and ready for the City Engineer's signature. Bid ready Supplement to the Greenbook. Engineer's Opinion of Probable Construction Cost. City Input: Comments provided following a one (1) week review of 90% design submittal. Timeline: 1 week Scope: At the 100% design level, it is assumed that no major construction components will be added or removed from the project. The Bid Documents will reflect only minor comments made by the City to site specific conditions. Changes to the proposed vertical or horizontal alignment initiated by the City at this design level will result in additional scope and fee. This approach is specified in more detail below. CONTRACT DRAWINGS 100% Contract Drawings will include the following. • Drawings to include the following sheets o Title Sheet o General Notes and Legend Sheet o (2) Civil Sheets showing the plan and profile of the proposed sewer o (1) additional plan and profile sheet if the City elects to include the additive alternative of vertically relocating the existing 8" PVC sewer o ( 1) Civil Details sheet showing manhole connection details and pavement repair section detail Plan sheets will include the same level of detail as shown in the 100% submittal with final City comments incorporated. ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST The Engineer's Opinion of Probable Construction Cost will identify the major items of work and provide cost opinions based on experience with similar recently bid construction projects with additional backup in the form of "design level quotes" tor major material items such as sewer pipeline and manholes from local vendors. Site specific conditions will be further detailed and cost opinions for such will be validated internally by IEC's construction management division. SPECIFICATION SUPPLEMENT TO GREENBOOK The Bid ready supplement to Greenbook specifications will incorporate comments to the 90% detailed specifications to supplement the standard Greenbook specifications. TASK6 BIDDING AND BID REVIEW-----------Deliverables: One Addendum if required. City Input: Provide Contractor questions with at least one week (five business days) time to prepare Addendum. 18 -------------•. City of Poway Bowron Road Sewer Upsize RFP#2l-Ol2 IE( 17 of 24 November 17, 2020, Item #7SCOPE OF SERVICES Timeline: 1 week for addendum, assuming no major alignment changes. Scope: A time and materials allowance scope is provided to assist the City during the bid process. This time and materials allowance includes the production of one Addendum to address questions submitted by bidders. Changes to the design initiated by the City at this point is not included in this scope. TAS 7 -cc I T ~TON AD INI T TIO -------Deliverables: Twenty-five (25) submittal reviews and two (2) responses to requests for information. Attendance at the Pre-Construction Conference and up to two (2) construction progress meetings. City Input: Provide construction submittals and RFls. Timeline: Submittal responses within 14 days. Review of pothole information minimum 14 days. Review of pothole information should be in advance of ordering construction materials. RFls, 3 day response. Scope: A time and materials allowance scope is provided to assist the City during the construction time period. This time and materials allowance includes the review of up to twenty-five submittals and two responses to RF ls. Additional submittal reviews or RFls will result in additional scope and fee. Tl rK E~" -----------------------------Deliverables: Signed mylar record drawings. City Input: Provide construction redlines. Timeline: Fours weeks following receipt of construction redlines. Scope: Minor changes to the alignment or conditions will be documented in the record drawings and a signed record set of mylars will be provided to the City. ADDITIVE ALTERNATE -ADDITIOI\V\L SEWER LINE----Deliverables: Additional deliverables will be included in Tasks 2-8 if the City elects to proceed with this additive alternate. City Input: Identify intent to proceed with additive alternate. Outreach to community in advance of construction. Timeline: No impacts to timeline would be incurred via the inclusion of this additive alternate. Scope: The proposed additive alternate would include the vertical relocation in place of an additional 480 feet of existing 8" PVC sewer. The sewer currently discharges into the Bowron Road Trunk Sewer via a drop connection. However, laterals on the existing sewer connect at an elevation which incurs surcharging into the laterals during high flow. The alternative would lower the existing 8" sewer along the existing alignment (per field review, insufficient space exists along the easement for parallel relocation of the existing sewer, although this can be verified during design) to eliminate the surcharging of laterals during high flow conditions. Additional scope would include aerial mapping and field survey of the additional length, hydraulic calculations of the new proposed sewer, and one additional design drawing included at each submittal level and at submittal of record drawings. No change to scope regarding specifications, cost opinions, bid review, or construction administration would be required. City of Powoy Bowron Rood Sewer Upsi:z:e RFP #21-012 18 of 24 19 fEC November 17, 2020, Item #7SCOPE OF SERVICES IEC 2020 HOURLY CHARGE RATE & EXPENSE REIMBURSEMENT SCHEDULE••••••••••••• 2020 HOURLY CHARGE RATE & EXPENSE REIMBURSEMENT SCHEDULE ENGINEERING ENVIRONMENT Al Engineering Intern/Technician ......................... $ 85 Intern/Technician ............................................ $ 80 CADDDesignerl/Engineerl.... . ................ $ 135 Technical Editor.. .. ................ . ................... $ 110 CADDDesignerl I/Engineerll ............................ $ 150 Env Specialist I/Project Coordinator I. ............ $ 125 CADDDesignerlll/Engineerlll. ........................ $ 160 GraphicArtist............. . ....................... $ 120 Project Designer... ...... $ 165 Lead Technical Editor .................................. $ 130 Senior Designer/Project Engineer .................... $ 175 Env Specialist II/Project Coordinator 11. ..... , ...... $ 145 SCAOA Specialist.... . .. . .. . .................... $ 180 Env Specialist Ill/Project Coordinator 111 ......... $ 155 Senior Project Engineer...... . . ...................... $ 190 Project Manager. ............................................. $ 215 Project Manager. ............................................. $ 225 Senior Project Manager .................................. $ 235 Senior Project Manager.... . ............. $ 235 Principal....... . . ........ $ 250 Principal...... . . .... $ 260 PROGRAM MANAGEMENT SURVEYING Assistant Program Manager ......................... $ 155 Survey Assistant I ... .. ... ..... ... ... .. ... .. ...$ 125 Program Manager ......................................... $ 170 Project Surveyor.................. . ...................... $ 145 Senior Program Engineer.... . ............. $ 180 Principal Surveyor.......... .... ....... ..... . .. $ 175 Senior Program Manager ............................ $ 190 Field-1 Person" .............................................. $ 175 Principal .................... _ ................................. $ 260 Field-2PersonCrew" ..................................... $ 260 FLOW MONITORING *CONSTRUCTION Field Technician I.......... . ............................ $ 80 Assistant Labor Compliance Coordinator. ........ $ 115 Field Technician 11 ............................................ $ 100 Senior Labor Compliance Coordinator... . .... $ 140 Field Technician 111.................. ...... . ..... $ 110 Assistant CM Coordinator....... . .............. $ 115 Field Supervisor.............. . ................... $ 125 CM Coordinator. . . ... ... . . ....... ... .. ......... $ 125 Field Operations Manager. .. ............. $ 160 Senior Construction Inspector. ....................... $ 155 ProjecUData Manager... . ........ $ 180 Resident Engineer....... . ......................... $ 165 Construction Manager.... .. ........ $ 200 ADMINISTRATIVE Senior Construction Manager. . ........... $ 210 Word Processor/ Administrative Support. ........ $ 100 Subconsultants will be billed at cost plus 10% unless specified otherwise in the agreement. All base rates will escalate by 3% per annum. * Field personnel rates are inclusive of vehicle, mileage, phone, computer, survey equipment, etc. Inspection rates shown are for prevailing wage projects. Inspection rates for overtime are $30 dollars an hour more than the listed rate. Reimbursable Costs Reproduction, special photography, postage, delivery services, express mail, printing, travel, parking, and any other specialty services performed by subcontractor will be billed at cost plus 15%. Mileage will be billed at the current IRS allowed rate. 01/21/2020 20 -----=a.~---------=-==---111 City of Poway Bowron Rood Sewer Upsixe RFP #21-012 IE( 19 of 24 November 17, 2020, Item #7N 0 0 -h N ~ Task 1 2 3 4 5 6 7 8 TaskiSubtask Description Preliminary Design Investigation Geotechnical Engineering Survey Utility Research Utility Mapping Project Management !SO% Construction Documents 50% Plans 50% Cost Ooinon 150% Specification Outline Project Management 90% Construction Documents 90% Plans 90% Cost Opinon 90% Specifications Proiect ManaQement 100% Construction Documents 100% Plans 100% Cost Qpinon 100% Specification Oulline Project Management Bid Documents Bid Ready Plans Bid Ready Cost Opinion Bid Ready Specifications Project Management Bid Documents Addendum ( 1 l Construction Administration Pre Construction Conference Submittals (25) RFls (3) Record Drawinas Record Drawings Task Subtotal . Hours Task Subtotal• Costs Project Manager $225 00 1 2 1 2 2 2 3 1 3 6 2 4 2 4 6 1 42 CITY OF POWAY Bowron Road Sewer Upsize IEC Fee Proposal Project Engineer Engineer Ill !Designer CAD II Designer $175.00 $150.00 I 1 4 20 2 32 8 6 I 20 I 12 16 ! 16 I I 8 I 8 16 8 16 12 3 25 4 18 4 16 125 150 $9,450 $21,875 $22,500 Page 1 of2 Admin $100.00 8 4 2 1 4 19 $1,900 Subtask Subtask Direct Cost Subcontract Labor-Hours Labor Cost 0 $0 $0 $17,168 0 $0 $2,310 $6,332 9 $975 $0 $0 25 $3,925 $0 $0 2 $450 $0 $0 34 $5,150 $0 $0 9 $1,625 $0 $0 8 $1,500 $0 $0 2 $450 $0 $0 20 $3,000 $0 $0 12 $2,100 $0 $0 22 $3,650 $0 $0 3 $675 $0 $0 16 $2,400 $0 $0 8 $1,400 $0 $0 11 $1,825 $0 $0 3 $675 $0 $0 17 $2,500 $0 $0 8 $1,400 $0 $0 26 $4,550 $0 $0 2 $450 $0 $0 16 $2,700 $0 $0 5 $975 $0 so 29 $5,275 $0 $0 28 $4.750 $0 $0 21 $3,325 $0 $0 336 --.::>-<: $55,725 $2,310 $23,499 TOTAL FEE (Excluding Optional Tasks) Total Cost $31,159 $17.168 $8,642 $975 $3,925 $450 $8,725 $5,150 $1,625 $1,500 $450 $9,425 $3,000 $2,100 $3,650 $675 $6,300 $2,400 $1,400 $1,825 $675 $8,900 $2,500 $1,400 $4,550 $450 $2,700 $2,700 511,000 $975 $5,275 $4,750 $3,325 $3,325 $81 ,534 $81,534 ):> .... .... DJ n ::::r 3 CD ::l .... 9'.) November 17, 2020, Item #7I\) ...Ji. 0 .... I\) ,1:1,. A1 OPTIONAL TASKS Additional a~ Sewer Task 1 -Survey/Utility Mapping Task 2 -50% Design Task 3 -90% Desiqn Task 4 -100% Design Task 5 . Bid Documents Task 8 -Record Drawinqs 1 1 Task Subtotal• Hours 2 Task Subtotal. Costs $450 CITY OF POWAY Bowron Road Sewer Upsize /EC Fee Proposal ! 6 1 8 2 6 1 4 I 4 4 4 32 $700 $4,800 Page 2 of2 0 $0 S7,576 6 $900 $473 $1.754 $3,126 10 $1,600 $0 $0 $1,600 8 $1.250 $0 $0 $1,250 6 $1,000 $0 $0 $1,000 4 $600 $0 $0 $600 4 $600 $0 $0 $600 38 :::::::,.-::::: :::::=,-c:::: .><:::. $5,950 $473 $1.754 $7,576 TOTAL FEE (Including Optional Tasks) $89,110 November 17, 2020, Item #7EXHIBIT "B" Cal Gov Code§ 7522.56 Deering's California Codes are current through all 1016 chapters of the 2018 Regular Session and the November 6, 2018 Ballot Measures. Deering's California Codes Annotated> GOVERNMENT CODE> Title 1 General> Division 7 Miscellaneous > Chapter 21 Public Pension and Retirement Plans > Article 4 California Public Employees' Pension Reform Act of 2013 § 7522.56. Provisions applicable to person receiving pension benefit from public retirement system; Section supersedes conflicting provisions (a)This section shall apply to any person who is receiving a pension benefit from a public retirement system and shall supersede any other provision in conflict with this section. (b) A retired person shall not serve, be employed by, or be employed through a contract directly by, a public employer in the same public retirement system from which the retiree receives the benefit without reinstatement from retirement, except as permitted by this section. (c) A person who retires from a public employer may serve without reinstatement from retirement or loss or interruption of benefits provided by the retirement system upon appointment by the appointing power of a public employer either during an emergency to prevent stoppage of public business or because the retired person has skills needed to perform work of limited duration. ( d)Appointments of the person authorized under this section shall not exceed a total for all employers in that public retirement system of 960 hours or other equivalent limit, in a calendar or fiscal year, depending on the administrator of the system. The rate of pay for the employment shall not be less than the minimum, nor exceed the maximum, paid by the employer to other employees performing comparable duties, divided by 173.333 to equal an hourly rate. A retired person whose employment without reinstatement is authorized by this section shall acquire no service credit or retirement rights under this section with respect to the employment unless he or she reinstates from retirement. (e) 22 of 24 (l)Notwithstanding subdivision (c), any retired person shall not be eligible to serve or be employed by a public employer if, during the 12-month period prior to an appointment described in this section, the retired person received any unemployment insurance compensation arising out of prior employment subject to this section with November 17, 2020, Item #7Cal Gov Code § 7522.56 a public employer. A retiree shall certify in writing to the employer upon accepting an offer of employment that he or she is in compliance with this requirement. (2)A retired person who accepts an appointment after receiving unemployment insurance compensation as described in this subdivision shall terminate that employment on the last day of the current pay period and shall not be eligible for reappointment subject to this section for a period of 12 months following the last day of employment. (f)A retired person shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement unless he or she meets one of the following conditions: 23 of 24 (1 )The employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and the appointment has been approved by the governing body of the employer in a public meeting. The appointment may not be placed on a consent calendar. (2) (A)Except as otherwise provided in this paragraph, for state employees, the state employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed state employment position before 180 days have passed and the appointment has been approved by the Department of Human Resources. The department may establish a process to delegate appointing authority to individual state agencies, but shall audit the process to determine if abuses of the system occur. If necessary, the department may assume an agency's appointing authority for retired workers and may charge the department an appropriate amount for administering that authority. (B)For legislative employees, the Senate Committee on Rules or the Assembly Rules Committee certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar. (C)For employees of the California State University, the Trustees of the California State University certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar. (3)The retiree is eligible to participate in the Faculty Early Retirement Program pursuant to a collective bargaining agreement with the California State University that existed prior to January 1, 2013, or has been included in subsequent agreements. ( 4)The retiree is a public safety officer or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter. 2 November 17, 2020, Item #7Cal Gov Code § 7522.56 (g)A retired person who accepted a retirement incentive upon retirement shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement and subdivision (f) shall not apply. (h)This section shall not apply to a person who is retired from the State Teachers' Retirement System, and who is subject to Section 24214. 24214.5 or 26812 of the Education Code. (i)This section shall not apply to ( 1) a subordinate judicial officer whose position, upon retirement, is converted to a judgeship pursuant to Section 69615, and he or she returns to work in the converted position, and the employer is a trial court, or (2) a retiree of the Judges' Retirement System or the Judges' Retirement System 11 who is assigned to serve in a court pursuant to Section 68543.5. History Added Stats 2012 ch 296 § 15 (AB 340). effective January 1, 2013. Amended Stats 2013 ch 528 § 11 (SB 13). effective October 4, 2013 (ch 528 prevails); ch 76 § 75 (AB 383), effective January 1, 2013; Stats 2014 ch 238 § 1 (AB 2476). effective January 1, 2015. Annotations Notes Amendments: Note-Amendments: 2013 Amendment: Substituted (1) "have passed" for "has passed" in the first sentence of subds (f)(l) and (£)(2); (2) "or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter" for "of firefighter" in subd (f)( 4); and (3) "Judges' Retirement System" for "Judges' Retirement System I" in subd (i). 3 24 of 24 November 17, 2020, Item #8DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA REPORT CityofPoway November 17, 2020 Honorable Mayor and Members of the City Council Wendy Kaserman, Assistant City Manager vJl-,c._ Roger Morrison, Senior Management Analyst ® (858) 668-4581 or rmorrison@poway.org CITY COUNCIL Award of Contract to Harbor Coating and Restoration for the Swim Center Deck Coating Project, Bid No. 21-005 The Swim Center Deck Coating Project will apply 17,128 square feet of primer and deck coating on the concrete deck of the Poway Swim Center and 1,150 square feet of primer and deck coating on the splash pad area. Recommended Action: It is recommended that the City Council authorize transfers of $14,960.35 from Project BDG0002 and $8,039.65 from Project BDG0007 to Project BDG0008 and award the contract for the Swim Center Deck Coating Project to Harbor Coating and Restoration, the lowest responsible and responsive bidder, in the amount of $78,045. Discussion: Application of a coating to the concrete deck of the Swim Center will protect the concrete from wear. Refreshed as necessary, the coating would be expected to approximately double the usable life of the deck concrete, at a substantially reduced overall cost versus replacement. The splash pad area already has the same type of coating in place, both for protection and for added traction in the play area. This area was included in the bid specs as an Additive Alternate because there are long-term logistical and financial benefits to putting all coated areas on the same schedule for refreshing. The base bid for this project is the cost to apply 17,128 square feet of primer and deck coating on the concrete deck of the Poway Swim Center. The Additive Alternate item would apply an additional 1,150 square feet of primer and deck coating on the splash pad area. The contract time for this project is 10 working days with an Engineer's Estimate of $60,000. The Request for Bids was published on Ebidboard, a comprehensive database for public projects that is used by many local agencies. It was also advertised in the newspaper on September 24 and October 1, 2020. Ten companies attended the mandatory walk-through. Bids were opened on 1 of 11 November 17, 2020, Item #8October 8, 2020. The lowest bid was determined by the base bid only. The following three bids were received: Company Base Bid Amount Additive Alternate No. 1 Harbor Coating and Restoration $72,295 $5,750 Advance Technical Contractors Inc. $73,920 $4,600 MC Painting $143,640.23* $154,249.50* *Corrected amount based on unit price. After the lowest bid was determined based on the base bid, Additive Alternate No. 1 was added, bringing the contract cost to $78,045. With a 10% contingency, the total funds needed is $86,000. Currently there is $63,000 in project funding, which was originally transferred from the completed Swim Center Renovation Project available balance. The Swim Center Renovation Project has a remaining available balance of $14,960.35, and more than $8,039.65 will remain available in the Swim Center Valve and Strainer Replacement Project after that contract is awarded (including contingency). It is recommended that $14,960.35 from the Swim Center Renovation Project and $8,039.65 from the Swim Center Valve and Strainer Replacement Project be transferred to the Swim Center Deck Coating Project to fund the contract with the Additive Alternate item and to allow for construction contingency. Environmental Review: This coating of the Swim Center deck is Categorically Exempt from the California Environmental Quality Act (CEQA) as a Class 1 Categorical Exemption, pursuant to Section 15301 of the CEQA Guidelines, in that it pertains to maintenance of existing swim center facilities. Fiscal Impact: Funding in the amount of $63,000 is available in the Swim Center Deck Coating Project (BDG0008). Approval of this item would transfer the remaining $14,960.35 from the completed Swim Center Renovation Project (BDG0002) and $8,039.65 from the Swim Center Valve and Strainer Project (BDG0007) to Swim Center Deck Coating Project (BDG0008) for award of this contract including contingency. Unused funding after the completion of the Swim Center Valve and Strainer Project (BDG0007) and Swim Center Deck Coating Project (BDG0008) will be returned to the City Capital Improvement Fund (1060) and General Fund (1000) for use on future projects. Public Notification: None. Attachment: A. Contract Reviewed/ Approved By: Assistant City Manager 2 of 11 Reviewed By: Alan Fenstermacher City Attorney Approved By: Chr(6Q City Manager November 17, 2020, Item #8ATTACHMENT ACONSTRUCTION CONTRACT CITY OF POWAY SWIM CENTER DECK COATING This Contract made and entered into this 17th day of November, 2020, by and between City of Poway, a municipal corporation of the State of California, hereinafter referred to as "City" and Harbor Coating and Restoration, hereinafter referred to as "Contractor." The City and the Contractor, for the consideration hereinafter named, mutually agree as follows: 1. The complete Contract includes all of the Contract Documents, which are incorporated herein by this reference, and include: a. This Contract b. Contract Addenda c. Contract Change Orders d. Instructions to Bidders, Proposal Requirements and Conditions e. Contract Specifications f. Contract Plans g. General Condition h. Special Conditions i. Standard Specification for Public Works, most current edition, 2. The Contract Documents are complementary, and that which is required by one shall be as binding as if required by all. 3. Contractor shall provide and furnish all labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the following work of improvement: apply 17, 128 square feet of primer and deck coating on the concrete deck of the Poway Swim Center and 1,150 square feet of primer and deck coating on the splash pad area. 4. Contractor agrees to perform all the said work and furnish all the said materials at his own cost and expense that are necessary to construct and complete in strict conformance with Contract Documents and to the satisfaction of the City Engineer, the work hereinafter set forth in accordance with the Contract adopted by the City Council. 5. City agrees to pay and Contractor agrees to accept in full payment for performance of this work of improvement as described, the stipulated sum of seventy-eight thousand forty-five dollars and zero cents ($78,045) the "Contract Price." 3 of 11 November 17, 2020, Item #8City agrees to make progress payments and final payment in accordance with the method set forth in the Special Provisions. 6. Contractor agrees to commence construction of the work provided for herein within Fifteen (15) Calendar Days after the date specified in the Notice to Proceed, and to continue diligently in strict conformance with Contract Documents and without interruption, and to complete the construction thereof within ten (10) Working Days after the date specified in the Notice to Proceed. 7. Time is of the essence of this Contract, and it is agreed that it would be impracticable or extremely difficult to ascertain the extent of actual loss or damage which the City will sustain by reason of any delay in the performance of this Contract. It is, therefore, agreed that Contractor will pay as liquidated damages to the City the following sum: five hundred dollars ($500) per Calendar Day, for each and every Calendar Day's delay in finishing the Work in excess of the number of Working Days prescribed above. If liquidated damages are not paid, as assessed by the City, the City may deduct the amount thereof from any money due or that may become due the Contractor under this Contract in addition to any other remedy available to City. By executing this Contract, Contractor agrees that the amount of liquidated damages is reasonable and shall not constitute a penalty. 8. In accordance with State of California Senate Bill No. 854, Contractor will maintain and will require all subcontractors to maintain valid and current Department of Industrial Relations (DIR) Public Works Contractor registration during the term of this project. Contractor shall notify the City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contractor's or any of its Subcontractor's DIR registration status has been suspended, revoked, expired, or otherwise changed. 9. Contractor will pay, and will require all subcontractors to pay, all employees on said Contract a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations and wage standards applicable to this work, a copy of which is on file in the office of the City Clerk of the City of Poway. Federal prevailing wage rates apply for federally funded projects. Travel and subsistence pay shall be paid in accordance with Labor Code § 1773.1. 10. Contractor shall be subject to the penalties in accordance with Labor Code of § 1775 for each worker paid (either by him or by any subcontractors under him) less than the prevailing rate described above on the work provided for in this Contract. 11. Contractor and subcontractors shall comply with Labor Code § 1810 and § 1811 which stipulates that eight hours labor constitutes a legal day's work, and§ 1812 which stipulates that the Contractor and subcontractors shall keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed by him in connection with the work performed under the terms of the Contract. Failure to comply with these sections 4 of 11 November 17, 2020, Item #8of the Labor Code will subject the Contractor to penalty and forfeiture provisions of the Labor Code § 1813. 12. Contractor will comply with the provisions of Labor Code§ 1777.5 pertaining to the employment of apprentices to the extent applicable to this Contract. 13. Contractor, by executing this Contract, hereby certifies: "I am aware of and will comply with the Labor Code § 3700 by securing payment for and maintaining in full force and effect for the duration of the contract, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of the Contract. The City, its officers, or employees, will not be responsible for any claims in law or equity occasioned by failure of the Contractor to comply with this paragraph." Contractor further agrees to require all subcontractors to carry Workers' Compensation Insurance as required by the Labor Code of the State of California. 14. Contractor shall, concurrent with the execution of this Contract, furnish two bonds approved by the City, one in the amount of One Hundred Percent (100%) of the Contract Price, to guarantee the faithful performance of the work ("Performance Bond"), and one in the amount of One Hundred Percent (100%) of the Contract Price to guarantee payment of all claims for labor and materials furnished ("Payment Bond"). This Contract shall not become effective until such bonds are supplied to and approved by the City. 15. a. Contractor shall procure and maintain at its own expense, until completion 5 of 11 of performance, commercial general liability insurance of not less than One Million Dollars ($1,000,000) combined single limit per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss or damage resulting from the wrongful or negligent acts by the Contractor or its officers, employees, servants, volunteers and agents and independent contractors. Contractor shall provide insurance on an occurrence, not claims-made basis. Contractor acknowledges and agrees that, for purposes of clarification with the intention of avoiding gaps in coverage with any umbrella or excess insurance, personal and advertising injury coverage shall be triggered by an "offense" while bodily injury and property damage coverage shall be triggered by an "occurrence" during the policy period. b. Contractor shall further procure and maintain at its own expense, until completion of performance, commercial vehicle liability insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, covering any vehicle utilized by Contractor or its officers, employees, servants, volunteers and agents and independent contractors in performing the services required by this Agreement. November 17, 2020, Item #86 of 11 c. Contractor shall further procure and maintain at its expense, until completion of performance, workers' compensation insurance providing coverage as required by the California State Workers' Compensation Law. If any class of employees employed by the Contractor pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Contractor shall provide adequate insurance for the protection of such employees to the satisfaction of the City. This provision shall not apply if Contractor has no employees performing work under this Agreement. Contractor agrees to waive its statutory immunity under any worker's compensation or similar statute, as respecting the City, and to require any and all subcontractors and any other person or entity involved with the project to do the same. Worker's Compensation Insurance: o Contractor has no employees and is exempt from workers' compensation requirements. o Contractor carries workers' compensation insurance for all employees. d. All policies required by this section shall be secured from insurers authorized to do business in the State of California with an "A" policyholder's rating or better and a financial rating of at least Class VII, in accordance with the current Best's Ratings. e. Contractor agrees to require that all parties, including but not limited to subcontractors, architects, engineers or others with whom Contractor enters into contracts or whom Contractor hires or retains pursuant to or in any way related to the performance of this Agreement, provide the insurance coverage required herein, at minimum, and, except for worker's compensation coverage, name as additional insureds the parties to this Agreement. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. f. In the event this Agreement is terminated for any reason prior to the completion of all obligations and requirements of this Agreement, Contractor agrees to maintain all coverages required herein until the City provides written authorization to terminate the coverages following the City's review and determination that all liability posed under this Agreement as to the party providing insurance has been eliminated. g. Contractor agrees and acknowledges that if it fails to obtain all of the insurance required in this Agreement in accordance with the requirements herein, or to obtain and ensure that the coverage required herein is maintained by any subcontractors or others involved in any way with the project, Contractor shall be responsible for any losses, claims, suits, damages, defense obligations, or liability of any kind or nature attributable to the City, and/or its officers, employees, servants, volunteers, agents and independent contractors, that result from such failure by Contractor. November 17, 2020, Item #816. a. Contractor shall provide certificates of insurance with original endorsements to the City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times until completion of performance and acceptance by the City. b. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the commercial general liability and commercial vehicle liability policies shall bear endorsements whereby it is provided that the City, and its officers, employees, servants, volunteers, agents and independent contractors are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages. c. Contractor shall require the carriers of all required insurance policies to waive all rights of subrogation against the City, and its officers, employees, servants, volunteers, agents and independent contractors. d. Each policy required herein must be endorsed to provide that the policy shall not be cancelled in coverage or limits (except by paid claims) unless the insurer has provided the City with 30 days prior written notice of cancellation. Contractor agrees to provide the City with 30 days written notice prior to any non-renewal or reduction in coverage or limits. e. All insurance policies required to be provided by Contractor or any other party must be endorsed to provide that the policies shall apply on a primary and noncontributing basis in relation to any insurance or self-insurance, primary or excess, maintained or available to the City, and its officers, employees, servants, volunteers, agents and independent contractors. 17. a. Contractor shall defend, indemnify and hold harmless the City, its officers, 7 of 11 officials, agents, employees and volunteers from and against any and all claims, demands, actions, losses, damage, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith) to the extent actually caused by the negligence of Contractor, Contractor's employees, subcontractors or independent contractors except for any such claim arising out of the negligence or willful misconduct of the City, or its officers, agents, employees or volunteers. b. The City does not, and shall not, waive any rights that it may have against Contractor under this Section because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless, indemnification and duty to defend provisions of this Section shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim, demand, action, damage, liability, loss, cost or expense described herein. November 17, 2020, Item #818. Any amendments to any of the Contract Documents, including but not limited to Contract Change Orders, must be in writing executed by the Contractor and the City. Any time an approval, time extension, or consent of the City is required under the Contract Documents, such approval, extension, or consent must be in writing in order to be effective. 19. The Contract Documents contain all of the agreements and understandings of the parties and all previous understandings, negotiations, and contracts are integrated into and superseded by this Contract. 20. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Contract shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Contract which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 21. The persons executing this Contract on behalf of the parties hereto warrant that they are duly authorized to execute this Contract on behalf of said parties and that, by so executing this Contract, the parties hereto are formally bound to the provisions of this Contract. 22. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns. 23. In performing its obligations and duties under this Contract, each party shall comply with all applicable local, state, and federal laws, regulations, rules, standards and ordinances. 24. This Contract may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 25. After completion of the work contemplated by this Contract, Contractor shall file with the City Manager an affidavit stating that all workers and persons employed, all firms supplying materials, and all subcontractors upon the project have been paid in full, and that there are no claims outstanding against the project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice that has been filed under the provision of the laws of the State of California. 26. All work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including, without limitation, the plans of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The Work shall be subject to final inspection and acceptance notwithstanding any payments or other prior 8 of 11 November 17, 2020, Item #8inspections. Such final inspection shall be made within a reasonable time after completion of the work. 27. Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to City. 28. Contractor agrees to contact the appropriate regional notification center in accordance with Government Code Section 4216.2. 29. a. Contractor shall, without disturbing the condition, notify City, in writing, as soon as Contractor, or any of Contractor's subcontractors, agents, or employees have knowledge and reporting is possible, of the discovery of any of the following conditions: i. The presence of any material that Contractor believes is hazardous waste, as defined in Section 25117 of the Health and Safety Code: ii. Subsurface or latent physical conditions at the site differing from those indicated in the specifications: or iii. Unknown physical conditions at the site of any unusual nature, different materially for those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract. b. Pending a determination by City of appropriate action to be taken, Contractor shall provide security measures (e.g., fences) adequate to prevent the hazardous waste or physical conditions from causing bodily injury to any person. c. City shall promptly investigate the reported conditions. If City, through and in the exercise of its sole discretion, determines that the conditions do materially differ or do involve hazardous waste, and will cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, then City shall issue a change order. d. In the event of a dispute between City and Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date, and shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights that pertain to the resolution of disputes and protests between the parties. 30. This Contract is to be governed by the laws of the State of California. 31. All work shall be guaranteed for a period of one (1) year from the date of acceptance by the City. 9 of 11 November 17, 2020, Item #832. Contractor shall promptly make all needed repairs arising out of defective materials, workmanship, and equipment. 33. City is hereby authorized to make such repairs if within ten (10) days after giving written notice to Contractor, or its agent, Contractor should fail to make or undertake with due diligence the aforesaid repairs; provided, however, that in case of an emergency, where, in the opinion of City, delay would cause serious loss or damage, repairs may be made without notice being sent to Contractor, and Contractor shall pay the costs thereof. (Remainder of page intentionally left blank) 10 of 11 November 17, 2020, Item #8IN WITNESS WHEREOF, the said Contractor and the City Manager, City Clerk and City Attorney have caused the names of said parties to be affixed hereto, the day and year first above written. Contractor's Name: Print Name of Construction Company By: -----------Signature Print Name Contractor information: Address for Notices and Payments Telephone Number: Email: ------------ATTEST: Vaida Pavolas, CMC, City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP Alan Fenstermacher, City Attorney 11 of 11 CITY OF POWAY a Municipal Corporation Chris Hazeltine, City Manager November 17, 2020, Item #9DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA REPORT CityofPoway November 17, 2020 Honorable Mayor and Members of the City Council Wendy Kaserman, Assistant City Manager w\&..-Roger Morrison, Senior Management Analyst ~ (858) 668-4581 or rmorrison@poway.org CITY COUNCIL Award of Contract to AToM Engineering Construction Inc. for the Swim Center Valve and Strainer Replacement Project, Bid No. 21-006 The Swim Center Valve and Strainer Replacement Project will replace three 10-inch butterfly valves and a 10 X 10 pool strainer at the Poway Swim Center. Recommended Action: It is recommended that the City Council award the contract for the Swim Center Valve and Strainer Replacement Project to AToM Engineering Construction Inc., the lowest responsible and responsive bidder, in the amount of $27,398. Discussion: The Swim Center Valve and Strainer Replacement project will replace three 10-inch butterfly valves and a 10 X 10 pool strainer at the Poway Swim Center. Replacement of these items was removed from the design of the Swim Center Renovation Project as a cost-saving measure, but the equipment continues to deteriorate and requires replacement to ensure uninterrupted operation of the swim center. Leftover funds from the Swim Center Renovation Project have been placed in Project BDG0007 and are sufficient to complete this project. The contract time for this project is 10 working days with an Engineer's Estimate of $50,000. The Request for Bids was published on Ebidboard, a comprehensive database for public projects that is used by many local agencies. It was also advertised in the newspaper on September 24 and October 1, 2020. Eight companies attended the mandatory walk-through. Bids were opened on October 8, 2020. The following three bids were received: 1 of 11 November 17, 2020, Item #9Company Total Bid Amount AToM Engineering Construction Inc. $27,398 Horizon Mechanical Contractors of CA $38,856 Waterline Technologies, Inc. $41,160 Environmental Review: This replacement of valves and strainer at the Swim Center is Categorically Exempt from the California Environmental Quality Act (CEQA) as a Class 1 Categorical Exemption, pursuant to Section 15301 of the CEQA Guidelines, in that it pertains to maintenance of existing swim center facilities. Fiscal Impact: Funding in the amount of $50,000 is available in Project BDG0007 for the award of this contract. Unused funding will be returned to the City Capital Improvement Fund (1060) for use on future projects. Public Notification: None. Attachment: A. Contract Reviewed/ Approved By: Wend aserman Assistant City Manager 2 of 11 Reviewed By: Alan Fenstermacher City Attorney City Manager November 17, 2020, Item #9CONSTRUCTION CONTRACT CITY OF POWAY SWIM CENTER VALVE AND STRAINER REPLACEMENT This Contract made and entered into this 17th day of November, 2020, by and between City of Poway, a municipal corporation of the State of California, hereinafter referred to as "City" and AToM Engineering Construction Inc., hereinafter referred to as "Contractor." The City and the Contractor, for the consideration hereinafter named, mutually agree as follows: 1. The complete Contract includes all of the Contract Documents, which are incorporated herein by this reference, and include: a. This Contract b. Contract Addenda c. Contract Change Orders d. Instructions to Bidders, Proposal Requirements and Conditions e. Contract Specifications f. Contract Plans g. General Condition h. Special Conditions i. Standard Specification for Public Works, most current edition, 2. The Contract Documents are complementary, and that which is required by one shall be as binding as if required by all. 3. Contractor shall provide and furnish all labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the following work of improvement: replacement of three 10-inch butterfly valves and a 10 X 10 pool strainer at the Poway Swim Center located at 13094 Civic Center Drive, Poway, CA, 92064. Work includes using the dive surge tank to isolate the suction pipe from the pump pit, demolition and removal of existing equipment, and installation of system components. 4. Contractor agrees to perform all the said work and furnish all the said materials at his own cost and expense that are necessary to construct and complete in strict conformance with Contract Documents and to the satisfaction of the City Engineer, the work hereinafter set forth in accordance with the Contract adopted by the City Council. 5. City agrees to pay and Contractor agrees to accept in full payment for performance of this work of improvement as described, the stipulated sum of twenty-seven 3 of 11 ATTACHMENT A November 17, 2020, Item #9thousand three hundred ninety-eight dollars and zero cents ($27,398) the "Contract Price." City agrees to make progress payments and final payment in accordance with the method set forth in the Special Provisions. 6. Contractor agrees to commence construction of the work provided for herein within Fifteen (15) Calendar Days after the date specified in the Notice to Proceed, and to continue diligently in strict conformance with Contract Documents and without interruption, and to complete the construction thereof within ten (10) Working Days after the date specified in the Notice to Proceed. 7. Time is of the essence of this Contract, and it is agreed that it would be impracticable or extremely difficult to ascertain the extent of actual loss or damage which the City will sustain by reason of any delay in the performance of this Contract. It is, therefore, agreed that Contractor will pay as liquidated damages to the City the following sum: five hundred dollars ($500) per Calendar Day, for each and every Calendar Day's delay in finishing the Work in excess of the number of Working Days prescribed above. If liquidated damages are not paid, as assessed by the City, the City may deduct the amount thereof from any money due or that may become due the Contractor under this Contract in addition to any other remedy available to City. By executing this Contract, Contractor agrees that the amount of liquidated damages is reasonable and shall not constitute a penalty. 8. In accordance with State of California Senate Bill No. 854, Contractor will maintain and will require all subcontractors to maintain valid and current Department of Industrial Relations (DIR) Public Works Contractor registration during the term of this project. Contractor shall notify the City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contractor's or any of its Subcontractor's DIR registration status has been suspended, revoked, expired, or otherwise changed. 9. Contractor will pay, and will require all subcontractors to pay, all employees on said Contract a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations and wage standards applicable to this work, a copy of which is on file in the office of the City Clerk of the City of Poway. Federal prevailing wage rates apply for federally funded projects. Travel and subsistence pay shall be paid in accordance with Labor Code § 1773.1. 10. Contractor shall be subject to the penalties in accordance with Labor Code of § 1775 for each worker paid (either by him or by any subcontractors under him) less than the prevailing rate described above on the work provided for in this Contract. 11. Contractor and subcontractors shall comply with Labor Code § 181 0 and § 1811 which stipulates that eight hours labor constitutes a legal day's work, and§ 1812 which stipulates that the Contractor and subcontractors shall keep an accurate record showing the name of and actual hours worked each calendar day and each 4 of 11 November 17, 2020, Item #9calendar week by each worker employed by him in connection with the work performed under the terms of the Contract. Failure to comply with these sections of the Labor Code will subject the Contractor to penalty and forfeiture provisions of the Labor Code§ 1813. 12. Contractor will comply with the provisions of Labor Code§ 1777 .5 pertaining to the employment of apprentices to the extent applicable to this Contract. 13. Contractor, by executing this Contract, hereby certifies: "I am aware of and will comply with the Labor Code § 3700 by securing payment for and maintaining in full force and effect for the duration of the contract, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before execution of the Contract. The City, its officers, or employees, will not be responsible for any claims in law or equity occasioned by failure of the Contractor to comply with this paragraph." Contractor further agrees to require all subcontractors to carry Workers' Compensation Insurance as required by the Labor Code of the State of California. 14. Contractor shall, concurrent with the execution of this Contract, furnish two bonds approved by the City, one in the amount of One Hundred Percent (100%) of the Contract Price, to guarantee the faithful performance of the work ("Performance Bond"), and one in the amount of One Hundred Percent (100%) of the Contract Price to guarantee payment of all claims for labor and materials furnished ("Payment Bond"). This Contract shall not become effective until such bonds are supplied to and approved by the City. 15. a. Contractor shall procure and maintain at its own expense, until completion 5 of 11 of performance, commercial general liability insurance of not less than One Million Dollars ($1,000,000) combined single limit per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss or damage resulting from the wrongful or negligent acts by the Contractor or its officers, employees, servants, volunteers and agents and independent contractors. Contractor shall provide insurance on an occurrence, not claims-made basis. Contractor acknowledges and agrees that, for purposes of clarification with the intention of avoiding gaps in coverage with any umbrella or excess insurance, personal and advertising injury coverage shall be triggered by an "offense" while bodily injury and property damage coverage shall be triggered by an "occurrence" during the policy period. b. Contractor shall further procure and maintain at its own expense, until completion of performance, commercial vehicle liability insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, covering any vehicle utilized by Contractor or its November 17, 2020, Item #96 of 11 officers, employees, servants, volunteers and agents and independent contractors in performing the services required by this Agreement. c. Contractor shall further procure and maintain at its expense, until completion of performance, workers' compensation insurance providing coverage as required by the California State Workers' Compensation Law. If any class of employees employed by the Contractor pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Contractor shall provide adequate insurance for the protection of such employees to the satisfaction of the City. This provision shall not apply if Contractor has no employees performing work under this Agreement. Contractor agrees to waive its statutory immunity under any worker's compensation or similar statute, as respecting the City, and to require any and all subcontractors and any other person or entity involved with the project to do the same. Worker's Compensation Insurance: o Contractor has no employees and is exempt from workers' compensation requirements. o Contractor carries workers' compensation insurance for all employees. d. All policies required by this section shall be secured from insurers authorized to do business in the State of California with an "A" policyholder's rating or better and a financial rating of at least Class VII, in accordance with the current Best's Ratings. e. Contractor agrees to require that all parties, including but not limited to subcontractors, architects, engineers or others with whom Contractor enters into contracts or whom Contractor hires or retains pursuant to or in any way related to the performance of this Agreement, provide the insurance coverage required herein, at minimum, and, except for worker's compensation coverage, name as additional insureds the parties to this Agreement. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. f. In the event this Agreement is terminated for any reason prior to the completion of all obligations and requirements of this Agreement, Contractor agrees to maintain all coverages required herein until the City provides written authorization to terminate the coverages following the City's review and determination that all liability posed under this Agreement as to the party providing insurance has been eliminated. g. Contractor agrees and acknowledges that if it fails to obtain all of the insurance required in this Agreement in accordance with the requirements herein, or to obtain and ensure that the coverage required herein is maintained by any subcontractors or others involved in any way with the project, Contractor shall be responsible for any losses, claims, suits, damages, defense obligations, or liability of any kind or nature attributable to the City, and/or its officers, employees, November 17, 2020, Item #9servants, volunteers, agents and independent contractors, that result from such failure by Contractor. 16. a. Contractor shall provide certificates of insurance with original endorsements to the City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times until completion of performance and acceptance by the City. b. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the commercial general liability and commercial vehicle liability policies shall bear endorsements whereby it is provided that the City, and its officers, employees, servants, volunteers, agents and independent contractors are named as additional insureds. Additional insureds shall be entitled to the full benefit of all insurance policies in the same manner and to the same extent as any other insureds and there shall be no limitation to the benefits conferred upon them other than policy limits to coverages. c. Contractor shall require the carriers of all required insurance policies to waive all rights of subrogation against the City, and its officers, employees, servants, volunteers, agents and independent contractors. d. Each policy required herein must be endorsed to provide that the policy shall not be cancelled in coverage or limits (except by paid claims) unless the insurer has provided the City with 30 days prior written notice of cancellation. Contractor agrees to provide the City with 30 days written notice prior to any non-renewal or reduction in coverage or limits. e. All insurance policies required to be provided by Contractor or any other party must be endorsed to provide that the policies shall apply on a primary and noncontributing basis in relation to any insurance or self-insurance, primary or excess, maintained or available to the City, and its officers, employees, servants, volunteers, agents and independent contractors. 17. a. Contractor shall defend, indemnify and hold harmless the City, its officers, 7 of 11 officials, agents, employees and volunteers from and against any and all claims, demands, actions, losses, damage, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith) to the extent actually caused by the negligence of Contractor, Contractor's employees, subcontractors or independent contractors except for any such claim arising out of the negligence or willful misconduct of the City, or its officers, agents, employees or volunteers. b. The City does not, and shall not, waive any rights that it may have against Contractor under this Section because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless, indemnification and duty to defend provisions of this Section shall apply regardless of whether or not said insurance policies are November 17, 2020, Item #9determined to be applicable to the claim, demand, action, damage, liability, loss, cost or expense described herein. 18. Any amendments to any of the Contract Documents, including but not limited to Contract Change Orders, must be in writing executed by the Contractor and the City. Any time an approval, time extension, or consent of the City is required under the Contract Documents, such approval, extension, or consent must be in writing in order to be effective. 19. The Contract Documents contain all of the agreements and understandings of the parties and all previous understandings, negotiations, and contracts are integrated into and superseded by this Contract. 20. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Contract shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Contract which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 21. The persons executing this Contract on behalf of the parties hereto warrant that they are duly authorized to execute this Contract on behalf of said parties and that, by so executing this Contract, the parties hereto are formally bound to the provisions of this Contract. 22. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns. 23. In performing its obligations and duties under this Contract, each party shall comply with all applicable local, state, and federal laws, regulations, rules, standards and ordinances. 24. This Contract may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. . 25. After completion of the work contemplated by this Contract, Contractor shall file with the City Manager an affidavit stating that all workers and persons employed, all firms supplying materials, and all subcontractors upon the project have been paid in full, and that there are no claims outstanding against the project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice that has been filed under the provision of the laws of the State of California. 26. All work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including, without limitation, the plans of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and 8 of 11 November 17, 2020, Item #9convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The Work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work. 27. Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to City. 28. Contractor agrees to contact the appropriate regional notification center in accordance with Government Code Section 4216.2. 29. a. Contractor shall, without disturbing the condition, notify City, in writing, as soon as Contractor, or any of Contractor's subcontractors, agents, or employees have knowledge and reporting is possible, of the discovery of any of the following conditions: i. The presence of any material that Contractor believes is hazardous waste, as defined in Section 25117 of the Health and Safety Code; ii. Subsurface or latent physical conditions at the site differing from those indicated in the specifications; or iii. Unknown physical conditions at the site of any unusual nature, different materially for those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract. b. Pending a determination by City of appropriate action to be taken, Contractor shall provide security measures (e.g., fences) adequate to prevent the hazardous waste or physical conditions from causing bodily injury to any person. c. City shall promptly investigate the reported conditions. If City, through and in the exercise of its sole discretion, determines that the conditions do materially differ or do involve hazardous waste, and will cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, then City shall issue a change order. d. In the event of a dispute between City and Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date, and shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights that pertain to the resolution of disputes and protests between the parties. 30. This Contract is to be governed by the laws of the State of California. 9 of 11 November 17, 2020, Item #931. All work shall be guaranteed for a period of one ( 1) year from the date of acceptance by the City. Contractor shall promptly make all needed repairs arising out of defective materials, workmanship, and equipment. 33. City is hereby authorized to make such repairs if within ten (10) days after giving written notice to Contractor, or its agent, Contractor should fail to make or undertake with due diligence the aforesaid repairs; provided, however, that in case of an emergency, where, in the opinion of City, delay would cause serious loss or damage, repairs may be made without notice being sent to Contractor, and Contractor shall pay the costs thereof. (Remainder of page intentionally left blank) 10 of 11 November 17, 2020, Item #9IN WITNESS WHEREOF, the said Contractor and the City Manager, City Clerk and City Attorney have caused the names of said parties to be affixed hereto, the day and year first above written. Contractor's Name: Print Name of Construction Company By: Signature Print Name Contractor information: Address for Notices and Payments Telephone Number: ______ _ Email: ATTEST: Vaida Pavolas, CMC, City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP Alan Fenstermacher, City Attorney 11 of 11 CITY OF POWAY a Municipal Corporation Chris Hazeltine, City Manager November 20, 2020, Item #10DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA REPORT CityofPoway November 17, 2020 Honorable Mayor and Members of the City Council Alan Fenstermacher, City Attorney Alan Fenstermacher, City Attorney afenstermacher@rutan.com CITY COUNCIL First Reading of Ordinance Amending Poway Municipal Code Chapter 2.20 (Administrative Appeals) The proposed Ordinance (Attachment A) would amend sections 2.20.01 O and 2.20.020 of the Poway Municipal Code ("PMC") to clarify and formalize a process for final decisions by City staff regarding land use matters to be appealable directly to the City Council. Recommended Action: It is recommended that the City Council introduce the Ordinance for first reading by title only, waive further reading, and schedule the adoption of the Ordinance for December 1, 2020. Discussion: The City Attorney's office has progressively been updating the City's Municipal Code for several years. In 2019, a number of amendments were made to streamline Code Compliance procedures. The City Attorney's office and City staff discovered that an unintended consequence of those amendments was eliminating provisions of the PMC that make clear that certain decisions made by City staff may be appealed to the City Council, rather than the hearing officer, as has always been the practice in the City. The proposed Ordinance (Attachment A) would make clear that any City staff decision made pursuant to any provision of Title 16 (Subdivisions and Other Land Use Regulations) or Title 17 (Zoning) of the PMC would be appealable directly to the City Council, rather than the City's Hearing Officer. The appellant would be required to pay a fee established by resolution, and any such appeal would be heard and decided at a regular City Council meeting. Appeals of Code Compliance decisions, such as the issuance of administrative citations and notices of violation, would still be heard and decided by the City's Hearing Officer, whose decision would be final. The City has historically received very few appeals of City staff decisions, and City staff does not anticipate that adopting this Ordinance will result in more appeals. 1 of 5 November 20, 2020, Item #10Environmental Review: This item is not a "Project" pursuant to the California Environmental Quality Act ("CEQA") and is therefore not subject to CEQA review. Fiscal Impact: None. Public Notification: A Notice of Public Hearing was published in the Poway News Chieftain on November 5, 2020. Attachments: A. Ordinance Reviewed/ Approved By: Assistant City Manager 2 of 5 Reviewed By: Alan Fenstermacher City Attorney Approved By: City Manager November 20, 2020, Item #10ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA, AMENDING CHAPTER 2.20 (ADMINISTRATIVE APPEALS) OF THE POWAY MUNICIPAL CODE WHEREAS, City staff and the City Attorney's Office have been progressively analyzing the Poway Municipal Code ("PMC") and recommending updates where appropriate; WHEREAS, the purpose of this Ordinance is to clarify that subdivision, zoning and other land use decisions made by City staff may be appealed to the City Council, consistent with past practices; and WHEREAS, other staff level decisions, such as Code Compliance decisions such as administrative citations and notices of violation, shall remain appealable to the City's Hearing Officer. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF POWAY DOES ORDAIN AS FOLLOWS: SECTION 1: The above recitations are true and correct. SECTION 2: The City Council hereby approves this Ordinance and amends Chapter 9.54 of the PMC as specified below. Removals are indicated with strikethroughs and additions are indicated with underline. SECTION 3: Section 2.20.010 (Scope) of Chapter 2.20 (Administrative Appeals) of the PMC is hereby amended as follows: Except for personnel matters, legal determinations, and as expressly otherwise provided to the contrary in this code, any interested person may appeal the final decision of any City officer, board, committee, commission, department director or department subordinate to the hearing officer in accordance with the provisions of this chapter. Notwithstanding the foregoing, any appeal of the final decision of any City officer, board, committee, commission, department director or department subordinate that is made pursuant to any provision of Titles 16 or 17 of the PMC shall be heard by the City Council. The procedures set forth in PMC sections 2.20.030 through 2.20.090 only apply to appeals heard by the hearing officer. The procedure for appeals to the City Council shall be consistent with the procedures for other matters considered at regular City Council meetings. SECTION 4: Section 2.20.020 (Filing of appeal) of Chapter 2.20 (Administrative Appeals) of the PMC is hereby amended as follows: 3 of 5 A. To be sufficient for filing, the written appeal must be delivered to the City Clerk, together with the fee established by resolution and any other amount due pursuant ATTACHMENT A November 20, 2020, Item #10Ordinance No. *** to PMC 2.20.050, within 10 calendar days following the decision for which a review is sought. If the day falls on Saturday, Sunday or other day when City Hall is closed, the deadline shall be extended to 5:00 p.m. of the next working day. The appeal must be legible and set forth: 1. The appellant's full name, address and phone number; 2. The subordinate entity; 3. The date of the determination; 4. The determination for which review is sought; 5. The appellant's interest in the appealed determination; 6. Each reason why the appellant appeals the determination including, if applicable, the Poway Municipal Code sections that are to be appealed; and 7. Be accompanied by the appeal fee established by resolution. B. An insufficient appeal shall be returned to the appellant. C. If the appeal is sufficient, the City Clerk shall set the matter for consideration by the hearing officer to be held in accordance with PMC 2.20.070, or as applicable, by the City Council, to be held at a regularly scheduled public meeting. D. The City Clerk shall mail the appeal document to the applicant, if appropriate, or other real party in interest, with notice of the time, date and location of the hearing and notice of the opportunity to submit a written response to the appeal request at least 14 calendar days prior to the initial consideration by the hearing officer or City Council, as applicable. The City reserves the right to reschedule the hearing date as needed. In such cases, notice of the change will immediately be communicated to the appellant. E. The City Clerk shall deliver a copy of the appeal document to the appropriate City department which will prepare a City response to the request for the appeal. In the case of appeals to the City Council, the response will take the form of an agenda report. SECTION 5: This Ordinance shall be codified. Page4 EFFECTIVE DATE: This Ordinance shall take effect and be in force thirty (30) days after its adoption. CERTIFICATION/PUBLICATION: The City Clerk shall certify the adoption of this Ordinance and cause it or a summary of it, to be published with the names of the City Council members voting for and against the same in the Poway News Chieftain, a newspaper of general circulation in the City of Poway within fifteen (15) days after its adoption and shall post a certified copy of this Ordinance in the Office of the City Clerk in accordance with Government Code § 36933. 4of 5 November 20, 2020, Item #10Ordinance No. *** Page 5 INTRODUCED AND FIRST READ at a Regular Meeting of the City Council of the City of Poway, California, held the 17th day of November, 2020 and thereafter PASSED AND ADOPTED at a Regular Meeting of said City Council held the 1st day of December, 2020, by the following vote, to wit: AYES: NOES: ABSENT: DISQUALIFIED: Steve Vaus, Mayor ATTEST: Vaida Pavolas, CMC, City Clerk 5 of 5 November 17, 2020, Item #11DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA RE PO RT City of Poway November 17, 2020 Honorable Mayor and Members of the City Council Robert Manis, Director of Development Services {Al\ Austin Silva, Senior Planner A( 858-668-4658 or asilva@poway.org CITY COUNCIL Conditional Use Permit 20-003, a request to modify an existing wireless telecommunications antenna facility at Poway High School The applicant is requesting a Conditional Use Permit (CUP) to modify an existing T-Mobile wireless telecommunications antenna facility, also known as a wireless communications facility (WCF), at Poway High School located at 15500 Espola Road, within the Public Facility (PF) zone. The modification consists of relocating three antennas from an existing 100-foot tall stadium light pole near the north end of the football/soccer field (field) onto a recently installed 90-foot tall stadium light pole near the south end of the field and will include six new additional antennas. After the installations are complete, the 100-foot pole will be fully removed. The project has been designed to comply with the City's development standards. Recommended Action: It is recommended that the City Council take public input and adopt the Resolution. Discussion: Background The applicant is lnfinigy on behalf ofT-Mobile and the property owner is Poway Unified School District. The facilities are located on stadium light poles on the east side of the field at Poway High School in the PF zone (Attachment B). As shown on the site plan (Attachment C), Poway High School recently installed a 90-foot tall stadium light pole near the south end of the field (Location B) and will be removing the existing 100-foot tall stadium light pole near the north side of the field (Location A) which necessitates the need for T-Mobile to relocate their antennas. The applicant is requesting to modify the existing WCF in order to provide its customers enhanced services and to accommodate a light pole removal by Poway High School. Poway High School's 1 of 16 November 17, 2020, Item #11football/soccer field is located along the west side of Espola Road. The baseball field is west of the field, school buildings are located south of the field, a student parking lot is located north of the field, and single-family residences border the perimeter of the High School campus. The existing WCF consists of six antennas located on a 100-foot tall stadium light pole on the north end of the field and northeast of the bleachers. The existing WCF at Location A was approved through Minor Development Review Application (MORA) 99-079. An MORA was the appropriate type of approval for a WCF in the PF zone when it was approved in 1999. The adoption of the City Wireless Communications Policy in September 2004 provided new guidelines for the application process of a WCF. Per Chapter 17.22.020 of the Poway Municipal Code (PMC), approval of a CUP is required to operate a WCF in the PF zone. A CUP was never obtained for the existing WCF at Location A. Therefore, the proposed modification relocating and establishing new facilities onto the new pole at Location B requires approval of a CUP by the City Council. The findings for a CUP are specified in PMC Section 17.48.070 and provided in Section 2 of the attached resolution. Project Description Antenna facilities for Verizon and T-Mobile exist on two separate stadium light poles beneath the light source along Poway Road. These facilities are visible along Espola Road and from some neighboring residences. Since the stadium lights on the existing poles are industrial in character, no screening was provided for the existing WCFs. The existing T-Mobile antennas at Location A have rounded connections from the antenna to the light pole and the rounded style connections will be replaced with straight-line rectangular connections to be compatible with the existing Verizon facilities as a part of the project (Attachment D). The applicant has submitted various photo simulations indicating existing and proposed antennas as seen from Espola Road (Attachment E). The photo simulations demonstrate that the antennas blend with the metallic materials of the existing light poles and standards and with the Verizon WCF. The antennas would draw minimal attention because of the slim profile design and similar materials as the light fixtures. Additionally, there are two existing T-Mobile equipment cabinets adjacent to a one-story building at the northeastern corner of the field. Both T-M obi le equipment cabinets will remain in their current locations and will still be utilized for the modified WCF. The proposed project is in compliance with the City Wireless Communications Policy in that the proposed project has been designed to visually blend in with the surroundings and therefore would be minimally noticeable to the surrounding development. Radio Frequency (RF) Report A Radio Frequency (RF) Report has been prepared, and is included with the application, that demonstrates the proposed facility will operate in compliance with Federal Communications Commission (FCC) standards. Environmental Review: The project is Categorically Exempt from the California Environmental Quality Act (CEQA), as Class 3 Categorical Exemption, pursuant to Section 15303(d) of the CEQA Guidelines, which exempts small facilities where only minor modifications are made to the exterior of the structure. The project involves the installation of telecommunication facilities on an existing athletic field stadium light pole, which will provide a utility extension to serve the surrounding areas. 2 of 16 November 17, 2020, Item #11Fiscal Impact: None. Public Notification: A Notice of Public Hearing was published in the Poway News Chieftain on November 5, 2020. A public notice was mailed to property owners and occupants located within 500 feet of the project site. Attachments: A. Resolution B. Zoning and Location Map C. Site Plan D. Elevations E. Photo Simulations of Proposed WCF Modification Reviewed/ Approved By: Wen Kaserman Assistant City Manager 3 of 16 Reviewed By: Alan Fenstermacher City Attorney Approved By: City Manager November 17, 2020, Item #11RESOLUTION NO. 20-A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA, APPROVING CONDITIONAL USE PERMIT (CUP) 20-003; FOR THE MODIFICATION OF AN EXISTING WIRELESS COMMUNICATION FACILITY AT POWAY HIGH SCHOOL LOCATED AT 15500 ESPOLA ROAD; ASSESSOR'S PARCEL NUMBER 278-450-27 WHEREAS, Conditional Use Permit (CUP) 20-003 submitted by lnfinigy (Applicant), on behalf of T-Mobile and Poway Unified School District (Owner), requests to modify a wireless communication facility (WCF) at Poway High School's football/soccer field (field) located at 15500 Espola Road in the Public Facilities (PF) zone. The modification consists of relocating three antennas from an existing 100-foot tall stadium light pole onto a recently installed 90-foot tall stadium light pole and installing six additional antennas onto the 90-foot tall light pole at the field; WHEREAS, on July 22, 1999, the Development Services Director approved Minor Development Review Application (MORA) 99-79 for the installation of a wireless communication facility consisting of six antennas installed on a 100-foot tall stadium light pole and the installation of a radio equipment cabinet at Poway High School's field; WHEREAS, on November 17, 2020, the City Council held a duly advertised public hearing to solicit comments from the public, both for and against, relative to this application; WHEREAS, the City Council has read and considered the agenda report for the proposed project, including attachments, and has considered other evidence presented at the public hearing; and WHEREAS, the Poway Municipal Code (PMC) establishes findings required for granting a CUP; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway as follows: SECTION 1: The project is Categorically Exempt from the California Environmental Quality Act (CEQA), as Class 3 Categorical Exemption, pursuant to Section 15303(d) of the CEQA Guidelines, which exempts small facilities where only minor modifications are made to the exterior of the structure. The project involves the installation of telecommunication facilities on an existing athletic field stadium light pole, which will provide a utility extension to serve the surrounding areas. SECTION 2: The findings for CUP20-003, in accordance with Section 17.48.070 of the PMC (Findings required before granting or altering permit), are made as follows: A. The proposed location, size, design, and operating characteristics of the proposed modification to an existing WCF are in accordance with the title and purpose of PMC Chapter 17.48 (CUP Regulations), the General Plan, and the development policies and standards of the City, including, but not limited to, the City Wireless Communications Policy in that the modified WCF will be located on an existing athletic field light pole and the antennas will be mounted underneath the light source and are similar in materials and style to the light pole and a nearby WCF operated by Verizon. No visual impacts to the 4 of 16 ATTACHMENT A November 17, 2020, Item #11community are anticipated. Resolution No. 20-Page 2 B. The location, size, design, and operating characteristics of the proposed WCF will be compatible with, and will not adversely affect or be materially detrimental to, adjacent uses, residents, buildings, structures, or natural resources in that the modified WCF will be relocated on an existing athletic field light pole and the antennas will be mounted underneath the light source. The use will comply with Federal Communications Commission (FCC) design and operational standards. C. The modified WCF is in harmony with the scale, bulk, coverage, and density of, and is consistent with, adjacent uses in that the WCF will be relocated on an existing athletic field light pole and the antennas will be mounted underneath the light source and are similar in materials and style to the light pole and a nearby WCF operated by Verizon. D. There are adequate public facilities, services, and utilities available at the subject site to serve the proposed WCF. E. There will not be a harmful effect upon the desirable neighborhood characteristics in that the modified WCF will be relocated on an existing athletic field light pole and the antennas will be mounted underneath the light source compatible with surrounding light poles and a nearby WCF and the WCF will comply with FCC design and operational standards. F. The generation of traffic will not adversely impact the capacity and physical character of the surrounding streets and/or the Circulation Element of the General Plan in that the modified WCF is unmanned and will only require periodic maintenance, thereby generating minimal traffic. G. The site is suitable for the type and intensity of use or development that is proposed in that the modified WCF will be located on an existing athletic field light pole and the facility will enhance telecommunications coverage in the City with no significant visual impacts. H. There will not be significant harmful effects upon environmental quality and natural resources in that the modified WCF will be relocated on an existing athletic field light pole and does not involve the removal of natural habitat resources. I. There are no relevant negative impacts associated with the proposed modified WCF that cannot be mitigated in that the facility will comply with FCC design and operational standards. J. That the potential impacts, and the proposed location, size, design, and operating characteristics of the modified WCF will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity, nor be contrary to the adopted General Plan in that the modified WCF will be relocated to an existing athletic field light pole and the antennas will be mounted underneath the light source, and will comply with FCC design and operational standards. K. The proposed modified WCF will comply with all the applicable provisions of PMC Title 17 (Zoning Ordinance), in that the facility is a conditionally permitted use and has been designed and sited such that it will not result in significant visual impacts, and will comply with FCC design and operational standards. 5 of 16 November 17, 2020, Item #11Resolution No. 20-Page 3 SECTION 3: The City Council hereby approves CUP20-003 relocating three antennas onto a 90-foot tall stadium light pole and installing six additional antennas at 15500 Espola Road in the Public Facilities (PF) zone, as shown on the approved plans incorporated herein by reference and stamped as "Exhibit A" and dated November 17, 2020 on file in the Development Services Department, except as noted herein, subject to the following conditions: A. The applicant shall defend, indemnify, and hold harmless the City, its agents, officers, and employees from any and all claims, actions, proceedings, damages, judgments, or costs, including attorney's fees, against the City or its agents, officers, or employees, relating to the issuance of this permit, including, but not limited to, any action to attack, set aside, void, challenge, or annul this development approval and any environmental document or decision. The City may elect to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification. In the event of such election, applicant shall pay all of the costs related thereto, including without limitation reasonable attorney's fees and costs. In the event of a disagreement between the City and applicant regarding litigation issues, the City shall have the authority to control the litigation and make litigation related decisions, including, but not limited to, settlement or other disposition of the matter. However, the applicant shall not be required to pay or perform any settlement unless such settlement is approved by applicant. B. Approval of this CUP request shall apply only to the subject project and shall not waive compliance with all sections of the Zoning Ordinance and all other applicable City ordinances in effect at the time of Building Permit issuance. This CUP approval shall be in substantial conformance with the approved plans stamped as "Exhibit A" with minor modifications including antenna and equipment enlargements and relocations permitted by the Development Services Director. C. Within 30 days of the date of this approval, and before the issuance of any permit: (1) the applicant shall submit in writing that all conditions of approval have been read and understood; and (2) the property owner shall execute a Covenant Regarding Real Property. In order for the City to prepare the Covenant the applicant must first submit a legal description of the subject site. D. The use conditionally granted by this approval shall not be conducted in such a manner as to interfere with the reasonable use and enjoyment of surrounding uses. E. The conditions of CUP20-003 shall remain in effect for the life of the subject use and shall run with the land and be binding upon future owners, successors, heirs, and transferees of the current property owner. F. The CUP may be subject to annual review, as determined by the Director of Development Services, for compliance with the conditions of approval and to address unresolved operational concerns that may have been raised during the prior year. G. Prior to start of any work within the public right-of-way or City easement, a Right-of-Way Permit shall be obtained from the Engineering Division of the Development Services Department. All appropriate fees shall be paid prior to permit issuance. H. The applicant shall obtain a Building Permit prior to work commencing. Prior to issuance of a Building Permit, the applicant shall comply with the following: 6 of 16 November 17, 2020, Item #11Resolution No. 20-Page 4 1. The applicant shall comply with the latest adopted building and electric codes, and all other applicable codes and ordinances in effect at the time of Building Permit issuance. 2. The site shall be developed in substantial accordance with the approved plans stamped as "Exhibit A" on file in the Development Services Department and the conditions contained herein. A final inspection from the appropriate City departments will be required. 3. A $3,000 deposit shall be submitted to the Development Services Department to ensure completion and submittal of the required Confirming Radio Frequency (RF) Report, as specified in condition of approval J.1 below. The deposit shall also be used to cover the cost of an independent consultant to review the report, as determined by the Director of Development Services. 4. The antennas shall not be activated for use until the Building Division conducts a final inspection of the proposed structures and finals the permit. 5. The Building Permit plans shall include a utility plan that shows the equipment layout. I. Prior to activation of the antennas, the applicant shall comply with the following: 1. The site shall be developed in substantial accordance with the approved plans on file in the Development Services Department stamped as "Exhibit A" and the conditions contained herein. A final inspection from appropriate City departments will be required. 2. The applicant shall repair, to the satisfaction of the City Engineer, any and all damages to public improvements caused by construction activity from this project. J. Upon establishment of the modified WCF, pursuant to CUP20-003, the following shall apply: 7 of 16 1. Within 30 days of the commencement of operation of the antennas, the operator shall submit a report, prepared by a qualified professional, which specifies the actual RF levels within 500 feet of the facility and includes a statement as to compliance with the FCC Maximum Possible Exposure (MPE) limit. The format of this report shall conform to City requirements. The intent of the report is to measure exposure levels at the location after the facility is in operation and shall include the cumulative RF levels of all the telecommunications facilities at the subject site. A report of these measurements, and the engineer's findings with respect to compliance with MPE limits, shall be submitted to the Director of Development Services. If that analysis determines the MPE levels are exceeded, the operator shall cease operation immediately. Modifications shall be made to the facility and the operator shall conduct a second confirming RF report of the MPE levels. Full operation of the WCF shall not be allowed until the Director of Development Services has determined that the facility is in compliance with Federal guidelines. The City may conduct an independent verification of the results of the analysis provided by the operator, at the operator's cost. Upon demonstration, to the satisfaction of the Development Services Department, that November 17, 2020, Item #11Resolution No. 20-Page 5 the telecommunications installation is in compliance with all Federal Guidelines, any balance remaining from the security deposit shall be refunded to the applicant, upon written request by the applicant. 2. All facilities and related equipment shall be maintained in good repair. Any damage from any cause including wear and tear shall be repaired as soon as reasonably possible so as to minimize occurrences of dangerous conditions or visual blight. 3. The facility shall be operated in such a manner as to minimize any possible disruption caused by noise. Backup generators shall only be operated during periods of power outages, and shall not be tested on weekends or holidays, or between the hours of 10:00 p.m. and 7:00 a.m. on weekday nights. At no time shall equipment noise from any source exceed the noise standards contained in the PMC. 4. The owner or operator of the WCF shall routinely and regularly inspect the site to ensure compliance with the standards set forth in this permit. 5. The operator of the WCF shall be strictly liable for interference caused by the WCF with City telecommunications systems or other public agency emergency communication systems. The operator shall stop operations and determine the cause prior to restarting the facility. The operator shall be responsible for all labor and equipment costs for determining the source of the interference, all costs associated with eliminating the interference (including, but not limited to, filtering, installing cavities, installing directional antennas, powering down systems, and engineering analysis), and all costs arising from third-party claims against the City attributable to the interference. 6. The WCF shall not be operated in such a manner that it poses, either by itself or in combination with other such facilities, a potential threat to public health. To that end, no facility or combination of facilities shall produce, at any time, power densities within 500 feet of the WCF that exceed the FCC's MPE limits for electric and magnetic field strength and power densities for transmitters, or any more restrictive standard subsequently adopted or promulgated by the City, County, State of California, or the Federal government. 7. If there is any change in the operating characteristics of the WCF, a report pursuant to Condition J.1 of this Resolution shall be submitted to the Director of Development Services for review and approval. The Director may also require the operator to prepare an updated RF report, and pay for a third-party review of that report, as part of any review of this CUP. 8. Any service light(s) shall only be operated when maintenance is being performed on the equipment. The service light(s) shall be adequately shielded and directed away from adjacent roadways. 9. The owner of the WCF shall remove all of the communication equipment, and associated structures, approved pursuant to this permit within 60 days of ceasing operation of the telecommunications facility. SECTION 4: The approval of CUP20-003 shall expire on November 17, 2022, at 5:00 p.m., unless prior to that time, a Building Permit has been issued and construction on the property 8 of 16 November 17, 2020, Item #11Resolution No. 20-Page 6 in reliance on the CUP approval has commenced. SECTION 5: The parties are hereby informed that the time within which judicial review of this decision must be sought is governed by Section 1094.6 of the California Code of Civil Procedure. PASSED, ADOPTED AND APPROVED at a Regular Meeting of the City Council of the City of Poway, California on the 17th day of November, 2020 by the following vote, to wit: AYES: NOES: ABSENT: DISQUALIFIED: Steve Vaus, Mayor ATTEST: Vaida Pavolas, CMC, City Clerk 9 of 16 November 17, 2020, Item #110 187.5 375 750 f'-IL...-___ i....... __ .___...j r= eet 10 of 16 CITY OF POWAY Zoning I Location Map Item: CUP 20-003 ATTACHMENT B November 17, 2020, Item #11...a. ...a. 0 ..... ...a. a, )> ~ ~ )> (') :c s: m z ~ C') ~o~f:~ ~-,. """ ~ CL_'·~~- ~-.\~ g~:· ~) '~ "-.:.:·'t·· 20 ~I {_ ~- :J \l ... ~ ff ODD □ro D □EJ 8 /:")<, I:") 1-~ LJ iuo \l~-_11 a \_(E)Fllll""'\ ~ lo~ ~p R~~ R·; VA lJ RR I I I I ~-I < --~ liilllllllllilililllllli117 ITTTTTTTTm liliililiilillilii ~,,,,,,-,-,-,·,·,·,-,-_ r (E)llt.UllC ""'""""rmmmttfffi 1111111111111111 ~ rttttttffl ~ ~~III""""· ~!~ ~l.1,1,/ I ii I If' ~ _ f;:.:,_ ........ ~= t=7~· i;L ~~-~ ·-~ TAN 1"AY ··"· .... ~, {~ {~ .... :~ ,.,~ -., Sr~~~~ ·~· / '/' // ½ /~ (1V1\ ~ (E)IUJK EXISTIJG ST/i:I.M IJlif PCU ~ T-IIIOlll..[ M1CNNlrS 10 BEIIElilMD / //// /// / (M) lb:1 t1 g r1 r G L(H)(O)POWER•(2◄)f111ERC18.ES w 1 1 /\ {APPROl.550') ,.._ V r+h/(H)...,.., E--::-~ ____L F E-~-E-,,---.s=-ftJ =~ ( 0 0 rf. · ·Mobile · PLANS PREPARED BY: INFINIGY8 ENGINEERING, LLP 26455 RANCHO PARl()NAY SOUTH LAKE FOREST, CALIFORNIA 92630 JOBNUMSER:5&\--100 HOOL 6338 15500 ESPOLA RD, POWAY, CA 92064 SITE PLAN & __ , ~ 11 ENLARGED SITE p ~(4)(H)◄•U.C.COIIIUT (APPRO< 575") D·,: v ~ lrSHEETNUMBER, A-1 November 17, 2020, Item #11...11,, N (Q-LORS 0 nnnn 101[11: ___ rr■ • ·lvlobile · -4' ...11,, IM; -1NN 0) . ~ II ITT • ~~·--·-- "'"PLANS PREPARED BY: ••-----~)' INFINIGY8 ,......,... ENGINEERING, LLP lOKIDOltD ., ~ (ll'DSfflal,llJIAll) 26455 RANCHO PARKWAY SOUTH , ............... ,, LAKE FOREST, CALIFORNIA 112830 Jll~--7-j • ~ (Q•---JOBNUMBER:581-100 ,,,, ............. 101[-• (2)Fm1[1At-•CD. -CONSUL TING GROUP: (ll'DERll,.,....l) 101Cllll0CA1Ql10(N)l'IIU(llJIAI>) '-~ ~ . NO.-DATE:-DESCRIPTION:-BY:- 0 05/14/19 SIOll: CO'S RCO . , 1 05/24/19 100,S CO'S CAM .~, 2 07/22/19 POLE SWAP CAM . ~([)---. 101[-J 08/2J/19 100lS CO'S CAM > . , 4 12/18/19 100,S CO'S CAM . , 100,S CO'S -I I I EXISTING POLE TO BE 5 03/03/20 GROUNDING EG -I 8 > REMOVED BY POWAY & 05/12/20 PlAH C1£CK COllll(NIS CAM e j I C') s I SCHOOL DISTRICT :I: ; ' . s: j - e ' m !:i 'T z ';I e -I ~ -SITE INFORMATION: -SD338 POWAY HIGH C SCHOOL ~ SD06338A . . 15500 ESPOLA RD, ,-POWAY, CA 12084 -SEAL: - -SHEETTI'll..E: --ELEVATIONS EXISTING WEST ELEVATION (LOCATION A) I SCALE: I ~ I I3/16"=1•-o· I o 2 4 s· 1 PROPOSED WEST ELEVATION (LOCATION A) I SCALE: I~ I 13/16"=1·-0·1 o 2 4 6' 2 [~=-~-A-3 I November 17, 2020, Item #11(Q-L.QflS IQSUCO.IDtlPOU I !I I ! g :'! :'! I I 'b ~ i I 'i1 " I ! i ~ .!. -! g -.. i: ,. ~ (ll)1~110k[t-P'ORl'~"'1[- (I PU 9:C!Ol. lOLl.l) 111)1--.£-..,., (21DSlCD,....._IJ (II) 1--.£ l-1'0111 _,_ -.-1 (IPHSCC'NJl,,JOl'AL.J) l()SlQ.IIL.QflS llllDCA1IDIQT-.at1111 (l)FOl"""lffl!II. (l)FOIIClAl-9:CD, ITOUI. •> (Ill 1--.£ I-"'"'_,_ MIE• ~ (IPUSlCIOl.'IOltl.l) (QSUCO.UGll1POU (II) 1--.£ (I)_._, (14) ... ...,. r■ • ·Mobile· PLANS PREPARED BY: INFINIGY8 ENGINEERING, LLP 26455 RANCHO PARKWAY SOLJTH LAKE FOREST. CALIFORNIA 92630 CONSUL TING GROUP: 1 05/24/19 100" CD'S 2 07/22/19 POLE SWAP J 08/23/19 100" CD'S 4 12/18/19 100" CD's 5 0J/0J/20 100" CD'S GROUNDING 6 08/12/20 Pl.AN Ctt:CX COIIIIENTS CAM CAM CAM CAM EC CAM r•;;;;;;;;OWAY HIGH SCHOOL SD06338A 15500 ESPOLA RD, POWAY,CA92064 SEAL: SHEETTITI.E: ELEVATIONS EXISTING WEST ELEVATION (LOCATION B) ,;:;.~;;:_,. ~-1 PROPOSED WEST ELEVATION (LOCATION B) ,;~'.'-,• ~-2 [~m,~A-3 .1 November 17, 2020, Item #11..Ii,, ~ 0 -+i ..Ii,, en INFINIGY THE SOLUTIONS ARE ENDLESS SD06338A ~··Mobile· SO338 POWAY HIGH SCHOOL 15500 ESPOLA RD POWAY, CA 92064 November 17, 2020, Item #11~ 0, s, INFINIGY ~ a, THE SOLUTIONS ARE EN DLESS SD06338A ~··Mobile· SO338 POWAY HIGH SCHOOL 15500 ESPOLA RD POWAY, CA 92064 November 17, 2020, Item #11...a. a, a INFINIGY ...a. a, THE SOLUTIONS ARE ENDLESS 5D06338A ~··Mobile· 50338 POWAY HIGH SCHOOL 15500 ESPOLA RD POWAY, CA 9 206 4 •,·-� ·--·-� --- �··•� �;:;.-· -- /1: ( . -� . ·+"' DATE: TO: FROM: CONTACT: SUBJECT: Summary: AG EN DA REPORT City of Poway November 17, 2020 Honorable Mayor and Members of the City CounciJA, Robert Manis, Director of Development Services ," v Marie Sanders, Senior Management Analyst\l {C..:(858)668-4637 or msanders@poway.org ... 01 FY2021-2022 Community Development Block Grant Program CITY COUNCIL As a participating city in the Urban County, the City of Poway applies annually to the County of San Diego (County) for an allocation of Community Development Block Grant (CDBG) funds issued by the U.S. Department of Housing and Urban Development. The estimated CDBG funding available to Poway for Fiscal Year 2021-2022 (FY21-22) is $210,375. This amount is comprised of $159,813 in new grant funding and $50,562 in unspent prior year allocations. Staff proposes to include the HomeShare and Community Connections Program, North County Bridge to Housing Network, 2-1-1 San Diego and accessibility improvements for individuals with disabilities at Community Park in the FY21-22 CDBG funding applications. Recommended Action: It is recommended that the City Council 1)Authorize staff to apply for FY21-22 CDBG funding through the County as identified inthis report; 2)Authorize the appropriation of $159,813 to the CDBG Fund (F2410) from the GeneralFund (F1000), as a loan, to fund the proposed FY21-22 CDBG program upon approval by the County; 3)Authorize the reallocation of $50,562 in CDBG funds from FY18-19 to fund theproposed FY21-22 CDBG program upon approval by the County; and 4)Authorize the City Manager to execute contracts with the County. Discussion: The City previously has used CDBG grant funds to subsidize affordable housing and community outreach programs, and Americans with Disabilities Act (ADA) improvements at Poway parks and public facilities. The projected CDBG funding available to Poway for FY21-22 is $210,375. This amount includes an allocation of $159,813 in new FY21-22 CDBG funds and $50,562 of reallocated funds from grant year 2018-19. Upon approval by the City Council, staff will submit a FY21-22 CDBG funding 1 of 3 November 17, 2020, Item #12 2 of 3November 17, 2020, Item #12request to the County for the programs and ADA project identified in this report. If approved by the County, these funds are anticipated to be available in September or October 2021. As a requirement of this grant, the City allocates and expends funds for the approved projects and programs, which are then submitted to the County for reimbursement. 1. NORTH COUNTY BRIDGE TO HOUSING NETWORK $20,000 The North County Bridge to Housing Network, a collaborative workgroup within the Alliance for Regional Solutions, administers the program that provides shelter, meals, and case management support for the North County homeless population. Contributions from participating North County cities are based on population and contributions from Poway have incrementally increased as the program has transitioned to year-round operations and enhanced services with an emphasis on bridging each individual and family out of homelessness and into permanent supportive housing. In FY19-20, the shelter program served 829 unique individuals including men, women and children with 228 shelter beds in six facilities. Staff is recommending funding a not-to-exceed allocation of $20,000 for FY21-22. 2. 2-1-1 SAN DIEGO $16,688 To provide a broader scope of services and resources to low-income Poway residents, 2-1-1 San Diego offers a wide array of programs and services. Such services include information and referral services, application assistance and completion for CalFresh, Medi-Cal, and Covered California, children's services, as well as streamlined programs for military and veterans and their family members. Their capacity also includes 24/7 access to a live Client Service Representative available in more than 200 languages. Furthermore, the program offers quarterly demographic data reports of Poway callers that include ethnicity, gender, race, age, zip code and household income and size. The data provided for the period ofFY19-20 show that 1,034 unduplicated low-income Poway residents were assisted, which resulted in 2,769 needs being met and 1,861 referrals made. Staff is recommending funding a not-to-exceed allocation of $16,688 for FY21-22. 3. HOMESHARE & COMMUNITY CONNECTIONS $16,000 The City of Poway contracts with ElderHelp of San Diego to administer the HomeShare and Community Connections Program. This program connects low-income individuals seeking affordable housing with Poway homeowners who have a room to rent through shared housing matching services. The program provides face-to-face information and referral services, as well as access to a variety of social services such as transportation, health services and housing through walk-in and phone consultations with ElderHelp staff. In FY19-20, ElderHelp assisted 252 low-income residents and facilitated 2 new shared housing matches. Staff is recommending funding a not-to-exceed allocation of $16,000 for FY21-22. 4. ADA PUBLIC FACILITY IMPROVEMENTS $157,687 In 2004, the City completed a comprehensive ADA Barrier Removal Transition Plan which identified accessibility deficiencies at 17 Poway parks and public facilities. Information contained in the plan is used by staff to identify ADA barrier removal projects that are eligible for CDBG funding. In FY21-22 funds will be utilized to make improvements at Community Park by addressing access to buildings, 3 of 3November 17, 2020, Item #12rehabilitation of one public restroom as well as pedestrian pathways between parking areas and park amenities. Staff is recommending funding a not-to-exceed allocation of $157,681 for FY21-22. Environmental Review: This item is not subject to CEQA review. As required by the National Environmental Protection Act and the California Environmental Quality Act, the County and City will complete an environmental review for each approved program and project as part of the FY21-22 CDBG grant application process. Fiscal Impact: Approval of this item will result in an appropriation of $159,813 in the Community Development Block Grant (CDBG) Fund (F2410) to fund the FY21-22 CDBG Program upon approval of the City's funding applications by the County, and $50,562 from grant year 2018-19 will be reallocated to fund the FY21-22 programs and projects. The CDBG Fund will be periodically reimbursed by the County for eligible expenditures through the City's allocation of CDBG Funds. The General Fund (F1000) will provide temporary loans to the CDBG Fund as applicable in the interim. Public Notification: As a condition of CDBG administration, a public hearing must be held to determine the use of the FY21-22 funding. Public notices were published in the Poway News Chieftain on November 5, and November 12, 2020. Attachments: None. Reviewed/ Approved By: Assistant City Manager Reviewed By: Alan Fenstermacher City Attorney Approved By: November 17, 2020, Item #13DATE: TO: FROM: CONTACT: SUBJECT: Summary: November 17, 2020 Honorable Mayor and Members of the City Co~ncil Eric Heidemann, Director of Public Works 4 City of Poway CITY COUNCIL Troy DePriest, Assistant Director of Public Works for Utilities -,-0 (858) 668-4750 or tdepriest@poway.org Approval of an Amendment to the Agreement with Kennedy/Jenks Consultants, Inc. for Program Management Services, RFQ No. 20-001, and adoption of the resolution approving the California State Treasurer's debt issuance pool lists, an agreement with Fieldman, Rollap & Associates, Inc., and an agreement with Stradling Yocca Carlson & Rauth To improve the reliability, redundancy and diversity of the City of Poway's (City) potable water supply portfolio, the City is embarking on a significant capital improvement program (Program). The Program includes substantial improvements to the Lester J. Berglund Water Treatment Plant (WTP) Clearwell and a new San Diego County Water Authority (SDCWA) treated water connection. The new treated water connection includes a new flow control facility, a pump station, water distribution system appurtenances, and pipelines providing redundancy and additional reliability. To ensure adequate resources for the successful development and completion of the Program, the City has requested the services of a program management firm who will act as an extension of City staff. Following a rigorous request for qualification (RFQ) selection process, Kennedy/Jenks Consultants, Inc. has been determined to be the most qualified firm meeting the needs of the program. An agreement with Kennedy/Jenks Consultants was executed by the City Manager under his signing authority, in the amount of $49,900 on September 1, 2020. The scope of this agreement consisted of Planning Program Management Administration (Task 1) and Planning (Task 2) (Attachment A). To continue advancing the program, approval is requested for the next phase of the program management services, which is the Pre-Design Phase. The Agreement term for this amendment shall be two (2) years, from November 17, 2020, through November 16, 2022. The Agreement may be extended for two additional, one-year terms, subject to the City Council's appropriation of funds. The maximum length of the Agreement, including extensions would be up to four (4) years. Recommended Action: It is recommended that the City Council award the Amendment to the Agreement for Program Management Services, RFQ No. 20-001, to Kennedy/Jenks Consultants Inc.; Adopt the resolution approving the California State Treasurer's debt issuance pool lists; Approve an agreement with 1 of 91 November 17, 2020, Item #13Fieldman, Rollap & Associates, Inc.; Approve an agreement with Stradling Yocca Carlson & Rauth; and authorize the City Manager to execute the necessary documents. Discussion: Background The City owns and operates the WTP which delivers drinking water to residents. After leaving the filtration process of the WTP, treated water is temporarily stored in a 1 O million-gallon clearwell before it is conveyed to the distribution system. The clearwell is the beginning of the City's drinking water distribution system and is sealed with a reinforced floating cover and lined bottom. Over the past several years, the City has assessed the possibility of a treated water connection with the SDCWA. The most recent was in 2009, where a study considered a connection to the SDCWA treated water system for supplemental water. Additionally, the City also had a condition assessment completed of the WTP in 2014 and identified the clearwell cover for potential replacement as it was nearing the end of its useful life. A more detailed assessment of the clearwell was performed in October 2019, and it was determined that both the floating cover and liner were due for replacement. This replacement would require that the clearwell be taken out of service. Currently, there are no means to bypass the clearwell and move treated water directly from the WTP to the distribution system. City staff, with the assistance of a consultant, determined that the solution would be a bypass pipeline to move treated water around the clearwell and into the distribution system. Due to WTP system fluctuations, this type of operation would require storage capability. A bypass storage tank would eliminate the system fluctuations that would be encountered as a result of direct bypass into the distribution system. Additionally, the City commissioned an evaluation of the City's existing and estimated future water system demands, associated clearwell volume requirements, and options for rehabilitating or replacing the clearwell. Based on the results of the evaluation, the City elected to proceed with replacing the existing clearwell with potentially two (2) reservoir tanks. Over the last several years, the City's Public Works Department has been engaged in planning efforts to augment its water supply with an additional source to provide a more robust system, making it possible to operate under various conditions and providing the opportunity to provide routine maintenance and repairs to the WTP as well as the clearwell, or its replacement reservoirs. As a member agency of the SDCWA, the City currently receives raw water from SDCWA's raw water aqueduct, which is treated to drinking water at the WTP. On August 6, 2019, the City communicated to the SDCWA an interest in a connection to their treated water aqueduct, which would give the City an additional water source. SDCWA supported the City's interest and discussions began between the two agencies (Attachment C). Shortly after notifying SDCWA of the City's interest in a treated water connection, the City experienced an event with water quality in late November 2019, and a precautionary boil water advisory was issued. Due in part to the event, the State Water Resources Control Board, Division of Drinking Water (DDW) visited the City's WTP and ultimately cited the City for a connection between the clearwell and a storm drain. In April 2020, the citation was rescinded by DDW and a Settlement Agreement and Release between the City of Poway and DDW was issued with mutually agreed upon actions. The City's previous planning efforts, along with our settlement agreement with DOW, elevated the City's program for safe and reliable water to be of utmost priority. 2 of91 November 17, 2020, Item #13The following components make up the proposed program (collectively the "Water Program"): • The SDCWA Treated Water Connection Project consists of a flow control facility, a pressure reducing station, pipelines, a pump station and a forebay. This project will help diversify Poway's water supply portfolio and allow for operational flexibility and plant maintenance. • The Clearwell Bypass Project consists of bypass pipelines, a potential pump station, a pressure regulating station and a bypass tank. The tank capacity is anticipated to be over 2 million gallons. This project allows the clearwell to be taken offline for replacement. • The Clearwell Replacement Project consists of replacing the existing clearwell with two new reservoirs. The existing clearwell has reached the end of its useful life and is in need of replacement to maintain reliable service to Poway residents. This program is the largest capital improvement program the City has undertaken and requires a number of specialized staff. The Public Works Department, with its limited engineering support, went to City Council in March 2020 and requested authorization to employ a Principal Civil Engineer dedicated to the utility divisions to assist with the proposed projects. The City Council approved the position and it was filled in August 2020. This Principal Civil Engineer is the lead for the proposed Water Program. To ensure adequate resources, expertise and staffing are available for the Water Program, City staff is making the recommendation to proceed with a program management consulting service in-lieu of hiring additional, technical engineering and support staff. The program management (PM) approach is recognized and widely used in the public and private sectors as an effective and efficient means of achieving successful delivery of construction projects. The selected PM firm will provide valuable pre-construction services to assist in the management of project quality, cost, schedule, scope, and risk. In the past year, the goal of making our water system more resilient has been brought to Council's attention on three occasions. At the March 18, 2020 Council Meeting this was discussed in the Fiscal Year 2019-20 Midyear Budget Update and Approval of Appropriation of Funds, and Updates. The Public Works Department requested additional staffing to support the Utilities Division. The additional staffing included the Principal Civil Engineer and Utilities Administrator positions. It was also discussed that the Public Works Department will be undertaking improvements to the public water system by evaluating the components of the program stated above. At the June 16, 2020 Council Meeting, the FY 2020-2021 Proposed Operating Budget and Capital Improvement Program was presented. At that time, the new strategic water projects for FY 2020-2021 including the San Diego County Water Authority Treated Water Connection, Clearwell Upgrades and the Clearwell Bypass Projects were referenced. It was stated that these projects are of the highest priority and will increase the water system's safety, reliability and resiliency. At the October 20, 2020 Council Meeting, the Capital Improvement Program Updates were presented by the City Engineer. She stated that the San Diego County Water Authority Treated Water Connection Project, the Clearwell Overflow Structure Modifications, the Clearwell Upgrades Project and the Clearwell Bypass Project are being managed by the Public Works Department and will be presented to the City Council at a later date. Discussion On May 21, 2020, the City advertised a Request for Qualifications from qualified consulting firms/teams with expertise in providing program management services. On June 3, 2020, the nine interested firms attended the City's mandatory pre-proposal meeting. On June 18, 2020, the City received five (5) Statements of Qualifications from Richard Brady & Associates, Inc., Carollo Engineers, Inc., Hoch Consulting APC, Kennedy/Jenks Consultants, Inc., and Woodard & Curran, Inc. Based on the 3 of 91 November 17, 2020, Item #13statements, three (3) firms were shortlisted to move forward for in-person interviews. Hoch Consulting APC, Kennedy/Jenks Consultants, Inc. and Woodard & Curran, Inc. were invited for an interview on July 7, 2020, and requested to bring the key personnel that would be working directly with the City on the Water Program, if selected. Based on the interviews, City staff selected Hoch Consulting APC and Kennedy/Jenks Consultants, Inc. and requested the firms submit proposals for PM Services, as part of Phase 2 of the RFQ process. An evaluation committee reviewed the proposals based on criteria set forth in Phase 2 of the RFQ, which included thoroughness of the proposal, firm and project team qualifications, project understanding, and project experience. Based on the qualifications and responsiveness of the firm, Kennedy/Jenks Consultants, Inc. was selected to perform the PM Services. As part of the final stage of the RFQ process, City staff and Kennedy/Jenks Consultants, Inc. met on August 26, 2020, to negotiate the scope of work and fee for these services. This amendment will include the following tasks: Table 1: Scope of Work Summary Tasks Description of Work 1. Program Administration 2. Pre-Design 3. As-Needed Tasks • Management and Administrative Support and QNQC Plan • Data and Document Management • Program Budget and Cash Flow Projections • Geotechnical desktop review and assessment • Base Mapping and Utility Verification • Preliminary Design Review/Basis of Design Report for Clearwell Replacement, Treated Water Connection and Related Facilities, and SDCWA Flow Control Facility • Storage Criteria Review and Update • Hydraulic Model Update/Planning/Water Quality Monitoring • Operational Modeling of the WTP and proposed SDCWA Flow Control Facility • Water Quality Planning • Potential Funding Assistance • Develop Preliminary Permitting Plan • Third party review of the Clearwell Bypass Pipeline and Tank • Integration of Clearwell bypass design with SCADA & CMMS • Provide CEQA/NEPA Services • Evaluate Alternative Project Delivery Methods • Provide Final Program Plan • Public Outreach and Communications • Evaluate Emergency Interconnection with Adjacent Agencies Additional tasks, which include Design Management and Construction Management and Inspection will be evaluated to be added at a later time. Since 1919, Kennedy/Jenks Consultants, Inc. has designed and managed the construction of thousands of water and wastewater facilities similar to the City's future projects Program. Kennedy/Jenks is a full-service engineering firm providing the majority of services in-house. Their 4 of91 approach is a multi-step fast start approach that will quickly and systematically define the project elements that will meet our program goal. This proven approach has been successfully used on capital improvement programs similar to ours. Kennedy/Jenks' team of experts have a great track record of successfully setting up similar program structures that have enabled effective management of various programs for their clients. Kennedy/Jenks' Program Manager has over 31 years of industry experience and a comprehensive understanding of water infrastructure needs. Program Management services are fiscally beneficial for this type of program. A program of this magnitude and complexity requires the expertise and resources that can be best met by employing a team of program management experts. The Program Managers will assist City staff in developing the best possible program that meets the schedule and budget, while providing risk management to reduce change order potential and cost overruns, therefore significantly reducing the over-all project costs. This management approach ensures that the City's cost for the water system improvements is lower in the long term. Program Management consultants also assist with the pursuit of grants and low interest loans, minimizing impact to the rate payers and leading to long term savings for the City. In sum, City staff believes that Kennedy/Jenks Consultants Inc. will provide exceptional PM services at market rate costs to the City. In managing a Program of this scope and complexity, and with such importance to the community, the City has a responsibility to consider not only the cost of services provided, but the quality of those services. Staff is proposing the firm that it believes will best represent the community's interests in assisting the City develop the most cost-effective Program solution, in navigating the project in an efficient timeframe, and in skillfully navigating the issues around the Program. The Agreement term for this amendment shall be two (2) years, from November 17, 2020, through November 16, 2022. The Agreement may be extended for two additional, one-year extensions, subject to the City Council's appropriation of funds. The maximum length of the Agreement, including extensions would be up to four (4) years. Financing As discussed above, the Water Program is the largest capital improvement program the City has undertaken. The City has several options in determining how to fund this program. Historically, most capital improvement projects have been funded on a 'paygo' basis; or financing expenditures with currently available funds instead of borrowing to finance the capital expenditures. In certain circumstances it has made sense to use debt financing to fund capital expenditures. For example, the City issued debt to pay for Fire Station No. 1, Community Park No. 1 and 2, the Sheriff's Substation and City Hall capital projects. In general, comparing cash on hand to the estimated cost of the projects helps determine which funding option may be most appropriate. When cash on hand exceeds the estimated cost of the proposed capital projects, there is a strong argument for paygo financing. When the estimated cost of the proposed capital projects exceed cash on hand, there is a strong argument for debt financing. While staff does not have a detailed estimate yet for the total cost of the Water Program, it will exceed the current cash on hand, or the approximately $11 million on hand in the Water Operations Fund as of June 30, 2020. The current cash on hand helps fund operations, other capital projects, and reserves and is not solely dedicated to the Water Program. s of 91 November 17, 2020, Item #13 November 17, 2020, Item #13Another factor to consider when specifically looking at capital projects financed by water rate payers is how paygo financing impacts the annual water rates. Water rates could be increased over the next three to five years to finance the program. However, based on the estimated cost of the Water Program the annual increases to rate payers would be so large that it would be financially unfeasible for many rate payers. This would create an undue burden on rate payers and impact the sustainability of the water enterprise. Based on the potential cost of the Water Program and the impact to rate payers under a paygo approach, debt financing is a reasonable solution. Debt financing provides the cash upfront to construct the projects while spreading the repayments out over a longer time horizon. This helps create intergenerational equity by aligning the Water Program costs to the people who benefit from the projects. When debt is issued, current rate payers would not be responsible for fully funding projects today that will have a useful life beyond 30 years. To create a flexible financing framework that can adapt to an evolving Water Program staff recommends two things at this time: 1. Council authorize the use of the California State Treasurer's Public Finance Division debt issuance pool lists to select qualified debt issuance support; and 2. Approve agreements for municipal advisor and bond counsel services; IMPORTANT These recommendations do not obligate the Council to issue debt and does not authorize the issuance of debt. By law, Council must approve the issuance of debt. Staff will return to Council for their consideration of any debt issuances related to the Water Program. Debt Issuance Pools: A minimum of three different financing professions are used when issuing debt: 1. Bond counsel; 2. Municipal advisor; and 3. An underwriter. Bond counsel provides the legal assistance with debt issuance such as rendering objective legal opinions on the validity and enforceability of the bonds and preparing various bond related documents. They can also act as disclosure counsel which provides legal assistance on the required disclosures under the securities laws governing bond issuances. The municipal advisor provides outside expertise to help evaluate decisions made throughout the issuance process such as whether the underwriter's fees are reasonable. The underwriter is the party that buys the city's debt and takes on the risk of selling the debt in the secondary market for a fee. The California State Treasurer's Public Finance Division maintains pools of eligible firms for each of these professions. A firm is required to complete a comprehensive application that details their credentials, expertise, track-record and compliance with governing laws, among other things in order to be eligible for placement on the pool list. If the firm meets the requirements set forth by the California State Treasurer's Public Finance Division, they are placed on the pooled list. These pooled lists help minimize the costs of selecting eligible support while ensuring the firms on the list have the qualifications to successfully perform the work. Staff recommends Council approve staffs use of the California State Treasurer's Public Finance Division Bond Counsel Pool, Municipal Advisor Pool, and 6 of 91 November 17, 2020, Item #13Underwriter Pool lists for selecting qualified firms to assist in the debt issuance process (Attachment D). This will help save the City time and money while ensuring the firms selected have been qualified by the State Treasurer. Using the debt issuance pools, staff is recommending approval of the following agreements for municipal advisor and bond counsel services: Staff recommends approving a municipal advisor agreement with Fieldman, Rolapp & Associates, Inc. (FRA) as part of Attachment E. FRA was founded in 1966 and works solely with public agencies in providing financial advice and services. FRA is a founding member of the National Association of Municipal Advisors, the trade association that provides education and resources for municipal advisors. FRA is also a Registered Municipal Advisor with the Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB). FRA has been ranked in the Top Five of Municipal Advisors in California based on numbers of deals according to REFINITIV, an independent bond market news service, in each of the last 5 years. In 2020 alone, the firm has served as a Municipal Advisors on 93 transaction totaling approximately $3.7 Billion. Staff recommends approving a bond counsel and disclosure counsel agreement with Stradling Yocca Carlson & Rauth (Stradling) as part of Attachment F. Stradling was founded in 1975, has had a municipal finance practice since 1978, and has approximately 100 attorneys in ten offices across California, Colorado, Nevada and Washington. Stradling consistently ranks among the top bond counsel and disclosure counsel firms in California, often being ranked among the top two or three in terms of dollar volume and number of transactions. For each of 2015 through 2019 Stradling participated in more bond issuances in California as bond counsel, disclosure counsel, or underwriter's counsel than any other law firm. Stradling has also served as counsel on some of the City's previous debt issuances. The depth and breadth of FRA and Stradling's municipal finance experience adds the expertise that can provide value to the City and its ratepayers if debt issuance is pursued. FRA is on the approved California State Treasurer's Municipal Advisor Pool list. Stradling is on the approved California State Treasurer's Bond Counsel Pool list. An underwriter will be recommended when staff returns to Council for their consideration on debt issuance for the Water Program. Environmental Review: This action is not subject to review under the California Environmental Quality Act (CEQA). Fiscal Impact: An appropriation in the amount of $1,557,394 will be made from the Water Fund's unassigned fund balance (F5100-89010) for the award of this contract. This will occur over two fiscal years as per the terms of the Agreement. Sufficient funds are available for this appropriation. The municipal advisor services with FRA are estimated to cost approximately $50,000. The bond counsel and disclosure counsel services with Stradling are estimated to cost approximately $75,000. Most of these costs are contingent on the sale of bonds. If bonds are not sold the City is not required to pay for the municipal advisor, bond counsel or disclosure counsel services to bring the issue to market. Costs for these services would be paid as bond issuance costs if bonds were issued. 7 of91 November 17, 2020, Item #13Public Notification: None. Attachments: A. Agreement with Kennedy/Jenks Consultants, Inc. B. Amendment to the Kennedy/Jenks Consultant Agreement C. August 6, 2019 and August 14, 2019 SDCWA letters D. Resolution approving the California State Treasurer's Bond Counsel Pool, Municipal Advisor Pool, and Underwriter Pool lists for selecting qualified firms when issuing debt E. Agreement with Fieldman, Rolapp & Associates, Inc. F. Agreement with Stradling Yocca Carlson & Rauth Reviewed/ Approved By: Wendyserman Assistant City Manager 8 of 91 Reviewed By: Alan Fenstermacher City Attorney Approved By: November 17, 2020, Item #13City of Poway STANDARD AGREEMENT FOR SERVICES This Agreement, entered into this 1st day of September, 2020, by and between the CITY OF POWAY (hereinafter referred to as "City") and Kennedy/Jenks Consultants. (hereinafter referred to as "Consultant"). RECITALS WHEREAS, City desires to obtain the services of a private consultant to perform Program Management Services for a Capital Improvement Program (Project) related to major water delivery, storage and conveyance systems; and WHEREAS, Consultant is a(n) engineering consultant and has represented that Consultant possesses the necessary qualifications to provide such services; and WHEREAS, City has authorized the preparation of an agreement to retain the services of Consultant as hereinafter set forth. NOW, THEREFORE, IT IS MUTUALLY AGREED THAT CITY DOES HEREBY RETAIN CONSULT ANT ON THE FOLLOWING TERMS AND CONDITIONS: 1. Scope of Services. Consultant shall provide services as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 2. Compensation and Reimbursement. City shall compensate and reimburse Consultant as provided in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 3. Term of Agreement. The term of this Agreement shall be as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 4. Termination. This Agreement may be terminated with or without cause by City. Termination without cause shall be effective only upon 60-day written notice to Consultant. During said 60-day period Consultant shall perform all consulting services in accordance with this Agreement. This Agreement may be terminated by City for cause in the event of a material breach of this Agreement, misrepresentation by Consultant in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by City. Termination for cause shall be effected by delivery of written notice of termination to Consultant. Such termination shall be effective upon delivery of said notice. ATTACHMENT A 9 of 91 ATTACHMENT A November 17, 2020, Item #135. Confidential Relationship. City may from time to time communicate to Consultant certain information to enable Consultant to effectively perform the services. Consultant shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the City. Consultant shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services. The foregoing obligation of this Paragraph 5, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Consultant, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Consultant without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Consultant by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. Consultant shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this contract without the prior written consent of the City. In its performance hereunder, Consultant shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 6. Office Space and Clerical Support. Consultant shall provide its own office space and clerical support at its sole cost and expense. 7. Covenant Against Contingent Fees. Consultant declares that it has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, that it 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 the Agreement. For breach of violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 8. Ownership of Documents. All memoranda, reports, plans, specifications, maps and other documents prepared or obtained under the terms of this Agreement shall be the property of City and shall be delivered to City by Consultant upon demand. 9. Conflict of Interest and Political Reform Act Obligations. During the term of this Agreement Consultant shall not act as consultant or perform services of any kind for any person or entity whose interests conflict in any way with those of the City of Poway. Consultant shall at all times comply with the terms of the Political Reform Act and the local conflict of interest code. Consultant shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Consultant has a financial interest as defined in Government Code Section 87103. Consultant represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the City. 2 10 of 91 November 17, 2020, Item #13"Consultant" means an individual who, pursuant to a contract with a state or local agency: (A) Makes a governmental decision whether to: 1. Approve a rate, rule or regulation; 2. Adopt or enforce a law; 3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; 4. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval; 5. Grant City approval to a contract that requires City approval and to which the City is a party, or to the specifications for such a contract; 6. Grant City approval to a plan, design, report, study, or similar item; 7. Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or (B) Serves in a staff capacity with the City and in that capacity participates in making a governmental decision as defined in the Political Reform Act and/or implementing regulations promulgated by the Fair Political Practices Commission, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code. DISCLOSURE DETERMINATION: [8J 1. Consultant/Contractor will not be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. No disclosure required. D 2. Consultant/Contractor will be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. As a result, Consultant/Contractor shall be required to file a Statement of Economic Interest with~:k of the City of Poway in a timely manner as required by law. Departmef1f0irector 10. No Assignments. Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. 11. Maintenance of Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the contract period and for three (3) 3 11 of 91 November 17, 2020, Item #13years from the date of final payment under this Agreement, for inspection by City and copies thereof shall be furnished, if requested. 12. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City of Poway. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes such services. 13. Licenses, Permits, Etc. Consultant represents and declares to City that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for Consultant to practice its profession. 14. Consultant's Insurance. Consultant shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 15. Indemnification. (a) For Claims (as defined herein) other than those alleged to arise from Consultant's negligent performance of professional services, City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "lndemnitees") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, protect and hold harmless lndemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "Claims"), which lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of Consultant's negligent performance under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees. (b) For Claims alleged to arise from Consultant's negligent performance of professional services, lndemnitees shall have no liability to Consultant or any other person for, and Consultant shall indemnify and hold harmless lndemnitees from and against, any and all Claims that I ndemnitees may suffer or incur or to which I ndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise to the extent occurring as a result of Consultant's negligent performance of any professional services under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees, committed in performing any of professional services under this Agreement. For Claims alleged to arise from Consultant's professional services, Consultant's defense obligation to lndemnitees shall include only the reimbursement of reasonable defense costs and attorneys' fees to the extent caused by Consultant's negligence. 4 12 of 91 November 17, 2020, Item #13(c) The foregoing obligations of Consultant shall not apply to the extent that the Claims arise from the sole negligence or willful misconduct of City or its elected and appointed boards, officials, officers, agents, employees and volunteers. (d) In any and all Claims against City by any employees of the Consultant, anyone directly or indirectly employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 15 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant under worker's compensation acts, disability benefit acts or other employee benefit acts. (e) Consultant shall, upon receipt of written notice of any Claim, promptly take all action necessary to make a claim under any applicable insurance policy or policies Consultant is carrying and maintaining; however, if Consultant fails to take such action as is necessary to make a claim under any such insurance policy, Consultant shall reimburse City for any and all costs, charges, expenses, damages and liabilities incurred by City in making any claim on behalf of Consultant under any insurance policy or policies required pursuant to this Agreement. (f) The obligations described in Section 15(a) through (e) above shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person indemnified pursuant to this Section 15. (g) The rights and obligations of the parties described in this Section 15 shall survive the termination of this Agreement. 16. Assumption of Risk. Except for injuries to persons caused by the willful misconduct of any lndemnitee and not covered by insurance maintained, or required by this Agreement to be maintained, by Consultant: (a) Consultant hereby assumes the risk of any and all injury and damage to the personnel (including death) and property of Consultant that occurs in the course of, or in connection with, the performance of Consultant's obligations under this Agreement, including but not limited to Consultant's Scope of Services; and (b) it is hereby agreed that the lndemnitees are not to be liable for injury or damage which may be sustained by the person, goods or property of Consultant or its employees in connection with Consultant's performance its obligations under this Agreement, including but not limited to Consultant's Scope of Services. 17. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 18. Personnel. Consultant shall assign qualified and certified personnel to perform requested services. The City shall have the right to review and disapprove personnel for assignment to Poway projects. City shall have the unrestricted right to order the removal of any person(s) assigned by Consultant by giving oral or written notice to Consultant to such effect. 5 13 of 91 November 17, 2020, Item #13Consultant's personnel shall at all times comply with City's drug and alcohol policies then in effect. 19. Notices. Notices shall be given as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 20. Governing Law, Forum Selection and Attorneys' Fees. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Each party to this Agreement consents to personal jurisdiction in San Diego County, California, and hereby authorizes and accepts service of process sufficient for personal jurisdiction by first class mail, registered or certified, postage prepaid, to its address for giving notice as set forth in Exhibit "A" hereto. Any action to enforce or interpret the terms or conditions of this Agreement shall be brought in the Superior Court in San Diego County, Central Division, unless the parties mutually agree to submit their dispute to arbitration. Consultant hereby waives any right to remove any such action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394. The prevailing party in any such action or proceeding shall be entitled to recover all of its reasonable litigation expenses, including its expert fees, attorneys' fees, courts costs, arbitration costs, and any other fees. Notwithstanding the foregoing, in the event that the subject of such an action is compensation claimed by Consultant in the event of termination, Consultant's damages shall be limited to compensation for the 60-day period for which Consultant would have been entitled to receive compensation if terminated without cause, and neither party shall be entitled to recover their litigation expenses. 21. Gender. Whether referred to in the masculine, feminine, or as "it," "Consultant" shall mean the individual or corporate consultant and any and all employees of consultant providing services hereunder. 22. Counterparts. This Agreement (and any amendments) may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents delivered by telephonic facsimile transmission shall be valid and binding. 23. Entire Agreement. This Agreement shall constitute the entire understanding between Consultant and City relating to the terms and conditions of the services to be performed by Consultant. No agreements, representations or promises made by either party, whether oral or in writing, shall be of any force or effect unless it is in writing and executed by the party to be bound thereby. 24. Certification and Indemnification Regarding Public Employees' Retirement Law/Pension Reform Act of 2013. Contractor hereby certifies that all persons providing services to City by Contractor are not current members of the California Public Employees' Retirement System (Cal PERS) and shall not become members of CalPERS while providing services to City. 6 14 of 91 November 17, 2020, Item #13Contractor further provides that in the event Contractor assigns a retired annuitant receiving a pension benefit from CalPERS to perform services for City, the retired annuitant is in full compliance with Government Code section 7522.56. A copy of Government Code section 7522.56 is attached hereto as Exhibit "B." Further, Contractor hereby fully and unconditionally indemnifies City from all penalties, fees, employer and employee contributions, or any other assessments imposed by CalPERS in the event CalPERS determines the person assigned by Contractor to provide services to City has been misclassified. 25. Severa bi lity. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect. (Remainder of page intentionally left blank) 7 15 of 91 November 17, 2020, Item #13IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written. CITY OF POWAY KENNEDY/JENKS CONSULTANTS Date: _l_o+I d.:>_-+-l '2oZO ______ _ Date: ATTEST: -APPROVED AS TO FORM: B: ()t,.1vfift;_ Alan Fenstermacher, City Attorney 8 16 of 91 November 17, 2020, Item #13"SPECIAL PROVISIONS" EXHIBIT "A" A. Scope of Services. Consultant agrees to perform consulting services as required by City, which shall consist of the process safety management services further described in the Scope of Services, which is included in this document as Attachment 1, and incorporated by reference, as if its contents were fully set forth herein. Consultant shall provide the necessary qualified personnel to perform the services. B. Compensation and Reimbursement. City shall pay Consultant a fee in accordance with the Fee Schedule submitted which is included in this document as Attachment 2. Total fee is not to exceed $49,900. Consultant's fee shall include and Consultant shall be responsible for the payment of all federal, state, and local taxes of any kind which are attributable to the compensation received. In addition to said consulting fee, Consultant shall be reimbursed for all reasonable expenses, including lodging, telephone, and travel (air, auto, rail) necessarily incurred in performance of the services. Consultant shall bill City for such expenses as incurred, referencing this Agreement. All expenses shall be itemized and supported by receipts for amounts in excess of Twenty-Five Dollars ($25.00). Statements for reimbursement of expenses shall be paid within ten (10) days of approval by City. All air travel shall be billed at coach or special fare rates. Reimbursement for lodging is limited to travel from outside of San Diego County. Consultant shall receive prior authorization for air travel and lodging expenses. All other expenses shall be reimbursed in accordance with City's cash disbursement policies in effect at the time incurred. C. Term of Agreement. This Agreement shall be effective from the period commencing September 1, 2020, and ending August 21, 2022, unless sooner terminated by City as provided in the section of this Agreement entitled "Termination." This Agreement may be extended for up to two additional one-year period upon approval in writing of the City Manager and Consultant. Each extension will be dependent on the appropriation of funds by the City Council. The maximum length of the Agreement can be up to four (4) years. (The length of the Agreement may vary depending upon the award of Agreement and the availability of Consultant to provide all necessary insurance and documentation to start work). The start date may vary depending upon the date of the City Council's acceptance of the new Consultant. Upon expiration or termination of this Agreement, Consultant shall return to City any and all equipment, documents or materials and all copies made thereof which Consultant received from City or produced for City for the purposes of this Agreement. 9 17 of 91 November 17, 2020, Item #13D. Consultant's Insurance. 1. Coverages: Consultant shall obtain and maintain during the life of this Agreement all of the following insurance coverages: (a) Comprehensive General Liability, including premises-operations, products/completed, broad form property damage, and blanket contractual liability with the following coverages: General Liability $2,000,000 Bodily Injury and Property Damage combined each occurrence and $4,000,000 aggregate. (b) Automobile Liability, including owned, hired, and non-owned vehicles: $1,000,000 combined single limit. (c) Consultant shall obtain and maintain, during the life of the Agreement, a policy of Professional Errors and Omissions Liability Insurance with policy limits of not less than $5,000,000 combined single limits, per claim and annual aggregate. (d) Workers' Compensation insurance in statutory amount. All of the endorsements which are required above shall be obtained for the policy of Workers' Compensation insurance. 2. Endorsements: Endorsements shall be obtained so that each policy contains the following three provisions: (a) Additional Insured. (Not required for Professional Errors and Omissions Liability Insurance or Workers' Compensation.) "City of Poway and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice. "Said policy shall not terminate, nor shall it be canceled, until thirty (30) days after written notice is given to City." (c) Primary Coverage. "The policy provides primary coverage to City and its elected and appointed boards, officers, agents, and employees. It is not secondary or in any way subordinate to any other insurance or coverage maintained by City." 3. Insurance Certificates: Consultant shall provide City certificates of insurance showing the insurance coverages described in the paragraphs above, in a form and content approved by City, prior to beginning work under this Agreement. 10 18 of 91 November 17, 2020, Item #13E. Notices. All notices, billings and payments hereunder shall be in writing and sent to the following addresses: To City: To Consultant: 11 19 of 91 City of Poway P.O. Box 789 Poway, CA 92074 Kennedy/ Jenks Consultants 9325 Sky Park Ct., Suite 300 San Diego, CA 92123 November 17, 2020, Item #13EXHIBIT "B" Cal Gov Code§ 7522.56 Deering's California Codes are current through all 1016 chapters of the 2018 Regular Session and the November 6, 2018 Ballot Measures. Deering's California Codes Annotated> GOVERNMENT CODE> Title 1 General> Division 7 Miscellaneous > Chapter 21 Public Pension and Retirement Plans > Article 4 California Public Employees' Pension Reform Act of 2013 § 7522.56. Provisions applicable to person receiving pension benefit from public retirement system; Section supersedes conflicting provisions (a)This section shall apply to any person who is receiving a pension benefit from a public retirement system and shall supersede any other provision in conflict with this section. (b) A retired person shall not serve, be employed by, or be employed through a contract directly by, a public employer in the same public retirement system from which the retiree receives the benefit without reinstatement from retirement, except as permitted by this section. (c) A person who retires from a public employer may serve without reinstatement from retirement or loss or interruption of benefits provided by the retirement system upon appointment by the appointing power of a public employer either during an emergency to prevent stoppage of public business or because the retired person has skills needed to perform work of limited duration. ( d)Appointments of the person authorized under this section shall not exceed a total for all employers in that public retirement system of 960 hours or other equivalent limit, in a calendar or fiscal year, depending on the administrator of the system. The rate of pay for the employment shall not be less than the minimum, nor exceed the maximum, paid by the employer to other employees performing comparable duties, divided by 173.333 to equal an hourly rate. A retired person whose employment without reinstatement is authorized by this section shall acquire no service credit or retirement rights under this section with respect to the employment unless he or she reinstates from retirement. (e) 20 of 91 (!)Notwithstanding subdivision (c), any retired person shall not be eligible to serve or be employed by a public employer if, during the 12-month period prior to an appointment described in this section, the retired person received any unemployment insurance compensation arising out of prior employment subject to this section with a public employer. A retiree shall certify in writing to the employer upon accepting an offer of employment that he or she is in compliance with this requirement. 12 November 17, 2020, Item #13(2)A retired person who accepts an appointment after receiving unemployment insurance compensation as described in this subdivision shall terminate that employment on the last day of the current pay period and shall not be eligible for reappointment subject to this section for a period of 12 months following the last day of employment. (f)A retired person shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement unless he or she meets one of the following conditions: (l)The employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and the appointment has been approved by the governing body of the employer in a public meeting. The appointment may not be placed on a consent calendar. (2) (A)Except as otherwise provided in this paragraph, for state employees, the state employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed state employment position before 180 days have passed and the appointment has been approved by the Department of Human Resources. The department may establish a process to delegate appointing authority to individual state agencies, but shall audit the process to determine if abuses of the system occur. If necessary, the department may assume an agency's appointing authority for retired workers and may charge the department an appropriate amount for administering that authority. (B)For legislative employees, the Senate Committee on Rules or the Assembly Rules Committee certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar. (C)For employees of the California State University, the Trustees of the California State University certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar. (3)The retiree is eligible to participate in the Faculty Early Retirement Program pursuant to a collective bargaining agreement with the California State University that existed prior to January 1, 2013, or has been included in subsequent agreements. ( 4)The retiree is a public safety officer or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter. (g)A retired person who accepted a retirement incentive upon retirement shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement and subdivision (f) shall not apply. 13 21 of 91 November 17, 2020, Item #13(h)This section shall not apply to a person who is retired from the State Teachers' Retirement System, and who is subject to Section 24214. 24214.5 or 26812 of the Education Code. (i)This section shall not apply to (1) a subordinate judicial officer whose position, upon retirement, is converted to a judgeship pursuant to Section 69615. and he or she returns to work in the converted position, and the employer is a trial court, or (2) a retiree of the Judges' Retirement System or the Judges' Retirement System 11 who is assigned to .serve in a court pursuant to Section 68543.5. History Added Stats 2012 ch 296 §15 (AB 340), effective January 1, 2013. Amended Stats 2013 ch 528 § 11 (SB 13). effective October 4, 2013 (ch 528 prevails); ch 76 § 75 (AB 383), effective January 1, 2013; Stats 2014 ch 238 § 1 (AB 2476). effective January 1, 2015. Annotations Notes Amendments: Note-Amendments: 2013 Amendment: Substituted (1) "have passed" for "has passed" in the first sentence of subds (f)(l) and (f)(2); (2) "or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter" for "of firefighter" in subd (f)(4); and (3) "Judges' Retirement System" for "Judges' Retirement System I" in subd (i). 14 22 of 91 November 17, 2020, Item #13SIGNATURE SHEET Name of Proposer/ Company: Kennedy/Jenks Consultants, Inc. Address: 9325 Sky Park Ct., Suite 300 San Diego, CA 92123 Telephone No.: ( 858 ) 676-7500 Facsimile No.: ( 858 ) 292-1694 Email: KeithLondon@KennedyJenks.com State of California 42489 c · Consultant's License No. ___________ Classifications(s) ivil Engineer Expiration Date: March 31, 2022 Type of Firm (select one): D Individual D Partnership [i] Corporation D M/WBE D Incorporated □Traded D Sole Owner D Other Department of Industrial Relations Registration Number: _1_0_0_00_0_9_7_2_5 ____ _ SSN or Federal ID Number: _94_-_2_14_-_7_00_7 ______________ _ Receipt of Addenda: # 1 # __ # __ # ___ is hereby acknowledged. ~ Initials By signing below, I attest that I am an authorized representative/ agent, that I am authorized by my signature to bind this company contractually and certify under penalty of perjury the accuracy of the representations made on the Bid and related forms. DATE: 13 June 2020 SIGNATURE: 1f C. &!--PRINTED NAME: __ K_e_ith_Lo_n_d_o_n ________________ _ TITLE: President/CEO 23 of 91 November 17, 2020, Item #13NON-COLLUSION AFFIDAVIT To the City Council, City of Poway, California: The undersigned in submitting a proposal for performing the following work by Agreement, being duly sworn, deposes and says: That he/she has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive proposing in connection with such Agreement, for: PROGRAM MANAGEMENT SERVICES Business Name: Kennedy/Jenks Consultants, Inc. Business Address: 9325 Sky Park Ct., Suite 300 San Diego, CA 92123 Signature of Proposer· ~ c:l ~ Place of Residence: ~c.v k. C--A Subscribed and sworn befor me this. ____ dz=--------, 2020. _N_o_t_a_ry_R_7-"7"6b-l-ic_i_n_a_n_d-fo_r_t_h_e_C_o_u_n_ty_o_f _____ _ ___________ ,State of California My commissi 7 I (This affidavit shall be executed by the successful Proposer in accordance with instructions in the Federal Requirements, but Proposer may execute the affidavit on this page at the time of submitting proposal.) 3e.e_ 24 of 91 32 16 November 17, 2020, Item #13JURAT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and no1 the truthfulness, accuracy, or validity of that document. State of California County of Riverside -------------Subscribed and sworn to (or affirmed) before me on this --1£_ day of _J_u_n~e ____ _ 2o~by_~~e·_\-\-~~----A____;.~h_o;;......"'J---=-~~a....;...~ __________ _. proved to me on the basis of satisfactory evidence to be the perso~who appeared before me. Signature OPTIONAL INFORMATION DESCRIPTION OF THE A TTACHEO DOCUMENT \\JQt,.l-co\lus\o~ (Title or descriptioo of attad1ed document} Af f\ &a. V;-\ {TiUe or descripll011 of attached document oontinued) (Seal) \ ~~b►a)~ Number of Pages __ Document Date. ___ _ Additional infonnatioo w·r 5 Var51on www.NotaryC!ass>cs.com S0t-!573-9865 25 of 91 u u z 1, S. K. STUART 1 Commission No.2160F-20 ~ NOTARY PUBLIC-CALIFORNIA .... RIVERSIDE COUNTY . I My Comm. E•pifes AUGUST ~~~_j ------. -----·--------. INSTRUCTIONS The wording of an Jurats complete<:/ in California after January 1, 2015 must be in the form as set forth within this Jurol. There are no e11ceptions. If a Jurat to be oompleled does not follow this form, the notary must correct lhe verbiage by using a jurat stamp cootaining the correct wording or attaching a separate fU1at form such as this one with does contain the proper wording. In addi1ion, the notary mus( requu-e an oaffl or affirmab'on from the document signer regarding the truthfulness of the contents of the document. The document must be signed AFTER the oath or affirmation. ff fhe document was previously signed, it must be re.signed In front of the notary public during the Jurat process. • State and county information must be the state and county where the document signer(s) personally appeared before the notary public. • Date of notarization must be the date the signer(s) personally appeared which must also be the same date the jurat process is completed. • Print the name(s} of the document signer(s) who personally appear at the time of notarization. • Signature of the notary public must match the signature on file with the office of the county cleri<. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal lrnpression smudges, re-seal If a sufficient area pennits, otherwise complete a different jurat fo,m. ❖ Additional information Is not required but could help to ensure this jurat is not misused or attached to a different document. ❖ Indicate title or type of attached document. number of pages and date. • Securely attach this document to the signed document with a staple. November 17, 2020, Item #13SUBCONSUL TANT LIST If all work is to be done without Subconsultants, write "none" here: ______ _ Name under which CI ass/License Address of Office or Type of Work Subconsultant is Number Shop and Telephone No. Subconsultant Will Licensed Do Jennifer R. Mael, PE Not Applicable 9418 Mast Blvd, Hydraulic Analysis Mission Consulting Santee, CA 92071 Services 619-334-4099 Jeff Becker Not Applicable 3551 Ottawa Avenue Project Controls / Clear Control Services San Diego, California 92117 Scheduling 858-232-6040 Amy L. Mila de la Roca Not Applicable 7578 El Cajon Boulevard Environmental Helix Environmental La Mesa, CA 91942 619-462-1515 Sarah Rossetto Not Applicable 1450 Frazee Rd Suite 200, Community Outreach Katz & Associates San Diego, CA 92108 8 58-452-0031 Gary Stine Not Applicable 3592 Desert Rose Drive Technical Advisor Stine Solutions Loveland, CO 80537 Water Authority (760) 703-6751 (cell) 1. Suppliers Name of Supplier Address & Telephone No. Type of Material 26 of 91 November 17, 2020, Item #13ATTACHMENT 1 DETAILED SCOPE OF WORK 1. Planning Program Administration (Task 1) 1.1. Data Collection & Review (included in Task 2.1) 1.2. Program Plan (Develop, Review, Evaluate, Monitor, Coordinate, Analyze and Report on the Projects Throughout the Program) 27 of 91 1.2.1. Meetings/Reporting 1.2.1.1. Meetings. This task includes attending and participating in a program kick-off/project workshop meeting (1 meeting/5 people/2 hours), bi-weekly coordination conference calls (5 meetings/1 people/1 hour), and other meetings (2 meetings/2 people/2 hours) as necessary. This task excludes the meetings specifically identified in Task 2. 1.2.1.2. Meeting Scheduling and Materials. KJ will schedule project meetings, create meeting agendas, and prepare meeting minutes. This task assumes preparation of meeting materials for the meetings included in Task 1.2.1.1, except for the bi-weekly coordination conference calls. 1.2.1.3. Monthly Progress Reports and Invoicing. KJ will prepare monthly progress reports and a summary of activities. This task assumes submittal of up to 2 monthly progress reports, which includes a summary of activities, budget, schedule and monthly invoicing, in a format requested by the City. 1.2.2. Master Program Schedule 1.2.2.1. Develop master program schedule & program phasing. KJ will develop the master program schedule, using MS Project, as necessary to track the phases of the proposed activities and projects at the appropriate level of detail and timing, including public outreach and CEQA activities. 1.2.3. Data & Document Management 1.2.3.1. Develop and implement a data/document structure & MS Teams page. KJ will coordinate the dissemination of data and studies to the City and other external consultants. This task assumes the use of the Microsoft Office 365 Teams environment as a project portal to post and share data and studies with City staff and external consultants. This task assumes that KJ will host the Teams site and will control/authorize access by the external parties. This task assumes that the City is already using Teams and the need for additional software purchases is not anticipated. 19 November 17, 2020, Item #132. Planning (Task 2) 2.1. Data Collection & Review. KJ will review available information pertaining to the initial phase of the Program as provided by the City. KJ will provide the request for information prior to the kick-off meeting to include applicable master plans, facilities plans, financial plans and budgets, studies, files, data, plans, and maps. If needed, KJ will acquire mylar drawings for scanning if those drawings have not been scanned. 2.2. Review of the Preliminary Design Reports (by others). KJ will provide review comments for the Bypass Tank PDR currently being prepared by IEC. Also included with this task, KJ, with the assistance of Mission Consulting Services (assumed to be under separate contract with the City of Poway), will re-evaluate alternative tank sites for the 865 Pressure Zone. 2.3. Planning Efforts for Preliminary Design Reports 28 of 91 2.3.1. Treated Water Connection & Related Facilities. KJ will perform the following sub-tasks to initiate the preparation of a PDR (up to a 10% design level) suitable for project definition: • Pipeline alignment analysis • Pump station location and connection to utilities and proposed pipelines • Hydraulic design requirements • Evaluation to re-purpose existing City facilities 2.3.2. SDCWA Flow Control Facility. KJ, with support from Stine Solutions, will perform the following sub-tasks to initiate the preparation of the SDCWA Facility Planning Study in conjunction with the SDCWA: • KJ will conduct a kickoff meeting with City and SDCWA staff to discuss project objectives and request engineering, operational, environmental, and right-of-way requirements from both the City and the SDCWA. • KJ will review existing as-built drawings of the Ramona pipeline, recent operating flows to existing services along the Ramona pipeline, and anticipated changes in operation of existing FCF's along the Ramona pipeline by either the City of San Diego, Olivenhain MWD, or Ramona MWD. 20 November 17, 2020, Item #132.4. Storage Criteria Technical Memorandum 2.4.1. Revise and update the storage criteria for the future master planning analysis. KJ will manage and coordinate the work activities of Mission Consulting Services for this task. Mission Consulting Services, under separate contract with the City of Poway, will provide a Technical Memorandum to update the City's reservoir storage criteria for master planning analysis. 2.5. Hydraulic Model Update 29 of 91 2.5.1. For the proposed hydraulic model update, KJ will manage and coordinate the work activities of Mission Consulting Services for this task. Mission Consulting Services, under separate contract with the City of Poway, will provide a Model Update Technical Memorandum to document the procedures and calibration achievement levels for the City's hydraulic model update, including the verification of the model accuracy based on last 5 years of water demand data and evaluation of the maximum day water demands and peaking factors based on the last 5 years of water demand data. 21 November 17, 2020, Item #13w 0 0 """ \0 -" ATTACHMENT B. PROGRAM MANAGEl,ENT SERVICES FEE ESOMATE ATTACHMENT 2 ... r-,--I I I I I r j I I I "' ... I "' ,u "' I I Kl I Kennedy J~nks, ! J k:4,,..,, ... , HIM»lty•a,•: H '1>i ! . i ·= UM Jl ! U .. ... IIIJ. 1270 · 1 \ .. i • !1 -u t •i E I i i I ~ t h ~ t~ .. in ·1 =E I .P I x xi !1 H d i ----~-------.t:.. -..!l.l... .LLi. .l.L· ~·-r--'~-A 0~ .. ~ .... .... -I!!' UN l u~ I ~~ I hn I ,..u h n ! ,_. -~-..... r . ,~._!_ IY. -, I ,...._ 'l H ~: 'If !. .... ! 1211 &. ~; i I h I l~ Ji "'" ~ ~ * l .t ::~~~--........ ------+ -_r1~~-=1~§~~§~·;--T-T t-,-t 1.u1r 1. rr!l'Mn ......... , • .,. -.. ~~:1--: •• ___ ,? .. ,..I ... __ 1~ '=--~; ·······~•····· .. '\:?! ---·-····-, +-+-EJ t 1 I 1-",-E'-t---' .. ''·'·'::·~·Y•"""22'~Sch<o.k,.,.,,.m-sno I -'t ·········... ::-.. .. ···--··-_;p ········•• .. ·""".1· + i _ _1240tl.lC..C)l,(i.lhfl'IM~~--i ___ tJ. 1."' ' 1.'! .•. 1~tlup •rllJ"°""~O.,IIIOoc.lJP".at1Slrua,..•lTuNP~ i __!_ ........... ·-·--"I ........... IH >O '"•-·····'""' ... !!!.1-·---··· I T•.at•f.Atlu.111 .. ,,I -. :1 .1 I ·1 ~,~ u~I "' •·i t"i sol ,1 !.Gl s.-:, I j--•1··~ I I I I I l I 01 $U\ I I ~e ,,c,J i l S'l.CIJO( I i ; l IJ]..O\ I I I ,.I I I I !<~:-of I .I .. .1 ,., ... ,, ,,I .1 ,.:,r -,I n _.!" -,~.JU r..;• ..., ,.,_. 1:~·::~::::.R ...... ------------·1 ·· ,·-.. ·-~-.1--·---., ·-t ,1 ---·-· · ··-r--1 :-:-!)5~1Sr-________ _ ,,R~;•~Mm~cy~•:;•~••o/OO." I : •1 •1 ~ j I ~•1 •·• •~1 . I j 12'SPOA,'11.u,1ol0e:1ul?Rc I ~ t ~ ., 1 •-·····-·-·•..... ___ _ nl J.S,_] __ P:'C~_~}-~_Tr_•ll_l<-"WMc~ Comcctilln _L_,:t_~~•411f~c_;,µ.c, 11 ~ $JIJ4) S?.CIJO) ~I:)) "'° \~il'!--'.l, __ ,.l,~1--)0~ I ., · 'I I ,n,o\ • I ' '"I ,.,, •• ,_ '~1-~L "~ 1 ! I I I, '>O! f 1<.. 10 1 \0 )~, ,o 1J..1tt,d-.tJic.Moditll,lpd,lteMl•tc,~_tfylwle1M,,'? f I !•~-· I. -t..- l.!. .!!l I J J ,I ~ . •l .1 It.•,;, ".9 " ~al -·····E_ l'I ..,. l)otalS ~ , ... , ,,.,. , .. ~ Lut .J j .• I ,. L _l__ '" Sd.1'!iol ni u .. I .,I U.~i .. UN l1tM 11t4:..I Htltt'. 2,2 November 17, 2020, Item #13FIRST AMENDMENT TO STANDARD AGREEMENT FOR SERVICES THIS FIRST AMENDMENT TO THE CONTRACT (the "First Amendment") is made and entered into effective this 17th day of November, 2020, by and between the CITY OF POWAY (hereinafter referred to as "City") and Kennedy/Jenks Consultants. (hereinafter referred to as "Consultant"). RECITALS 1. CITY and CONSUL TANT entered into that certain "STANDARD AGREEMENT FOR SERVICES," dated September 1, 2020, (the "AGREEMENT"), by which CITY and CONSUL TANT established the terms and conditions for providing services to CITY. 2. The AGREEMENT has a term of two (2) years, and further provides, inter alia, that the AGREEMENT may be extended for two additional one-year terms upon approval of the CITY's City Manager. 3. CITY and CONSUL TANT now agree to amend the compensation and reimbursement provisions of the AGREEMENT and increase the AGREEMENT amount from a not-to-exceed amount of $49,900 to a not-to-exceed amount of $1,717,284, revise the Scope of Work in accordance with Attachment 1, and amend the term of the AGREEMENT to terminate November 16, 2022. 4. This FIRST AMENDMENT TO STANDARD AGREEMENT FOR SERVICES (the "FIRST AMENDMENT") is necessary to extend the term of the AGREEMENT and amend the reimbursement provisions of the AGREEMENT. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: Section 1. Section Band Section·C of EXHIBIT "A" ('SPECIAL PROVISIONS') of the AGREEMENT are amended to read as follows: 31 of 91 B. Compensation and Reimbursement. City shall pay Consultant a fee in accordance with the Fee Schedule submitted which is included in this document as Attachment 2. Total fee is not to exceed $1,717,284. Consultant's fee shall include and Consultant shall be responsible for the payment of all federal, state, and local taxes of any kind which are attributable to the compensation received. In addition to said consulting fee, Consultant shall be reimbursed for all reasonable expenses, including lodging, telephone, and travel (air, auto, rail) necessarily incurred in performance of the services. Consultant shall bill City for such expenses as ATTACHMENT B November 17, 2020, Item #13incurred, referencing this Agreement. All expenses shall be itemized and supported by receipts for amounts in excess of Twenty-Five Dollars ($25.00). Statements for reimbursement of expenses shall be paid within ten (10) days of approval by City. All air travel shall be billed at coach or special fare rates. Reimbursement for lodging is limited to travel from outside of San Diego County. Consultant shall receive prior authorization for air travel and lodging expenses. All other expenses shall be reimbursed in accordance with City's cash disbursement policies in effect at the time incurred. C. Term of Agreement. This Agreement shall be effective from the period commencing November 17, 2020, and ending November 16, 2022, unless sooner terminated by City as provided in the section of this Agreement entitled "Termination." This Agreement may be extended for up to two additional one-year period upon approval in writing of the City Manager and Consultant. Each extension will be dependent on the appropriation of funds by the City Council. The maximum length of the Agreement can be up to four (4) years. Upon expiration or termination of this Agreement, Consultant shall return to City any and all equipment, documents or materials and all copies made thereof which Consultant received from City or produced for City for the purposes of this Agreement. Section 2. Except as otherwise amended by this FIRST AMENDMENT, all other terms and conditions of the AGREEMENT shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this FIRST AMENDMENT to be executed the day and year first above written. CITY OF POWAY By:-----------Chris Hazeltine, City Manager Date: ___________ _ ATTEST: Vaida Pavolas, City Clerk APPROVED AS TO FORM: By:------------Alan Fenstermacher, City Attorney 32 of 91 KENNEDY/JENKS CONSULT ANTS By: ___________ _ Keith London, PresidenUCEO Date: ___________ _ November 17, 2020, Item #13ATTACHMENT 1 INTRODUCTION The following is a detailed scope of work for Kennedy Jenks Consultants (KJ) to provide Program Management services for the City of Poway (City) as an amendment to the current September 1, 2020 City of Poway Agreement for Services. The estimated hours and fee for Program Management services is provided in Attachment B. Our scope of work was organized to respond to the tasks outlined in the City's Scope of Services and your request for modifications, dated August 20, 2020. In addition, the scope of work was modified to reflect the preliminary planning work performed separately under the September 1, 2020 City of Poway Agreement for Services. The scope of work is separated by the following two primary tasks: Task 1-Program Administration and Task 2 -Pre-Design. The scope of work also includes a portion of Task 3 -Design Management for the bypass pipeline and tank facility only. As-needed tasks, for public outreach and evaluation of the emergency inter-connections with other water agencies is also provided. The primary tasks are further defined into sub-tasks based on the expectations and requirements stated in the RFP, our understanding of the Program, and our experience with similar programs. Technical Memorandum (TMs) developed for technical tasks are intended to be succinct documents to memorialize work performed and the Preliminary Design Reports (PDRs) are intended to serve as the bridging documents for the project delivery teams. A 10% level of design is assumed for the purpose of scoping and providing a basis for design, as described in the City's Scope of Services. For the final design engineering services provided by other consultants, the PDRs, survey and right of way mapping will be used for informational purposes only and the final design engineering consultants will be required to review, validate and modify the PDRs, survey and right of way mapping as necessary and agreed to by the City, which will be their basis for final design. The final design engineering consultants will be solely responsible for all aspects of their project design. The agreement for Program Management services is assumed to have a duration of 15 months. During this period, a number of meetings will be scheduled, including but not limited to: (1) regularly occurring meetings with City staff, (2) presentations to the City Council at regulator meetings or specialty workshops, (3) recurring meetings with the City's outside consultants, (4) task kick-off meetings, (5) focused task meetings with the technical team, (6) technical workshops, (7) presentations of initial and final outcomes, (8) meetings with DDW, SDCWA and other agencies, (9) CEQA public hearings and (10) stakeholder workshops to solicit input from the community and/or potential project partners. All meetings and workshops will include an agenda, materials and minutes as deliverables. 33 of 91 November 17, 2020, Item #13SCOPE OF WORK ASSUMPTIONS Our scope of work is based on the following Program assumptions: • Task 1 Program Administration, duration is 15 months (to match the duration of Task 2) • Task 2 Pre-Design, duration is 15 months (based on completion of a Mitigated Negative Declaration) • Key schedule considerations are as follows: o PDR completion of the SDCWA Treated Water Facilities prior to April 2021 o Defining the proposed projects (location and description of facilities) prior to the initiation of the CEQA analysis • Task 3 Design Management and Task 4 Construction Management are excluded, except where otherwise noted • The proposed facilities to be designed & constructed, via subsequent phases of work, will generally consist of three construction bid packages 34 of 91 o Package #1 -Clearwell Upgrades ■ Clearwell Bypass Pipeline -900 LF of 36" welded steel pipeline (assuming final design is already under contract with IEC) ■ Bypass storage tank -(1) 2.5 MG tank located on the City' property, including site grading and connection to the clearwell bypass pipeline (assuming final design is already under contract with IEC) ■ The bypass tank is required to be operational prior to demolition of the clearwell facility ■ This package will include the demolition of the existing clearwell facility o Package #2 -Clearwell Replacement ■ (1) concrete tank, approximately 10 MG, with two separate cells • Site grading, paving and facility sizing will be dependent on the future determination of the storage requirements • Inlet, outlet & overflow connection piping ■ Package #1 is required to be completed prior to the start of Package #2 o Package #3 -Poway Treated Water Facilities ■ Treated water pump station -24 cfs capacity • Building with standby generator • Variable frequency drive pumps are acceptable • Site grading/paving ■ SDCWA Treated Water Connection/Flow Control Facility (to be designed & constructed by the City of Poway) • Flow Control Facility -assumes 24 cfs capacity available • Connected to the Ramona pipeline, potentially with a forebay facility November 17, 2020, Item #13• Assumes no SDCWA system improvements ■ Pipeline from SDCWA FCF to the treated water pump station -approximately 4,000 LF of 36" welded steel pipeline ■ Pipeline from the treated water pump station to the clearwell tanks -approximately 2,500 LF of 36" welded steel pipeline, to be designed as a redundant pipeline facility • CEQA is based on preparing a notice of exemption for Package #1 & #2 and preparing a separate initial study and mitigated negative declaration (15/MND} for Package #3 o The City will be the lead agency o A public scoping meeting will not be provided o Technical studies will be initiated during the pre-design phase, once the facility locations are finalized • NEPA is based on preparing a categorical exclusion, which satisfy the SWRCB's and Bureau of Reclamation's CEQA plus requirements, if required for Package #3 • Grant funding o Grant administration, after grant award, is included in Task 2 • Property acquisition services are not included in the scope of services • As-needed services, to be provided at the City's request consist of the following items: o Public outreach o Emergency inter-connection evaluation with adjacent water agencies FEE SCHEDULE ASSUMPTIONS Our fee schedule and not-exceed cost estimate were based on KJ's 2020 billing rates and the following assumptions: • Billing rates included in our not-to-exceed cost estimate will be maintained for work performed in this scope of work and subsequent authorizations until August 31, 2022. At that time, we will submit a request for escalation to our billing rates and the overall not-to-exceed cost, as appropriate, utilizing the methodology contained in Page 1, Section 1 of the City's Request for Qualifications, dated May 2020. • KJ's not-to-exceed cost estimate is based on minimal program support provided by City staff. It is assumed that the City's Principal Civil Engineer will function as the City Program Director/Coordinator. It is also assumed that minimal support staff would be provided by the City. • Surveying and potholing services provided by KJ will be based on prevailing wage rates, in effect at the time of the performance of the services. 35 of 91 November 17, 2020, Item #13DETAILED SCOPE OF WORK 1. Program Administration (Task 1} 1.1. Data Collection & Review (included in Task 2.1} 1.2. Program Plan (Develop, Review, Evaluate, Monitor, Coordinate, Analyze and Report on the Projects Throughout the Program} 36 of 91 1.2.1. Meetings/Reporting 1.2.1.1. Meetings. This task includes attending and participating in bi-weekly coordination conference calls {33 meetings/2 people/1 hour}, City Council meetings (1 meeting/2 people/2 hours}, and other meetings (3 meetings/2 people/2 hours} as necessary. This task excludes the meetings specifically identified in Task 2 and the as-needed services. 1.2.1.2. Meeting Scheduling and Materials. KJ will schedule project meetings, create meeting agendas, and prepare meeting minutes. This task assumes preparation of meeting materials for meetings included in Task 1.2.1.1. 1.2.1.3. Monthly Progress Reports and Invoicing. KJ will prepare monthly progress reports and a summary of activities. This task assumes submittal of up to 15 monthly progress reports, which includes a summary of activities, budget, schedule and monthly invoicing, in a format requested by the City. 1.2.2. Master Program Schedule 1.2.2.1. Develop master program schedule & program phasing. KJ will develop the master program schedule, using MS Project, as necessary to track the phases of the proposed activities and projects at the appropriate level of detail and timing, including public outreach and CEQA activities. 1.2.2.2. Perform monthly critical path analysis and reporting. KJ will provide a program schedule that is updated monthly to produce an accurate critical path and will also provide milestone reporting to track the critical milestones related to the critical path. 1.2.2.3. Perform monthly program resource analysis. KJ will resource load the program schedule to facilitate cash flow forecasting. The resources will be updated on a monthly basis to evaluate if adequate resources are provided. The program schedule will be cost loaded for the appropriate resources to facilitate cash flow projections on a monthly basis. 1.2.3. Quality Plan & Administrative Procedures 1.2.3.1. Prepare Management & Administrative Support Plan. KJ will prepare and implement a Management & Administrative Support Plan for the Program which will define the administrative procedures to be used. 1.2.3.2. Prepare QA/QC Plan. KJ will prepare and implement a Quality Plan for the Program, including conducting quarterly audits. November 17, 2020, Item #1337 of 91 1.2.3.3. Conduct Risk Management Analysis. KJ will develop a risk management process for the Program. The risk management process will include the following: • Prepare an initial risk register identifying potential risk factors, along with the impact, likelihood, and potential mitigation measures for each of the risks. • Conduct bi-monthly risk management meetings to discuss work done to mitigate high impact/high likelihood risks and to identify other potential risks. The meetings are assumed to be two (2) hours in length for the duration of the program. • Prepare a risk management report following each meeting that includes an updated risk register, a list of mitigation activities over the previous two months and a list of planned mitigation activities over the next two months. 1.2.3.4. Conduct Change Management Analysis. KJ will manage and track changes in scope and/or budget and maintain a change log. This task includes the development of a change log and a change management workflow process. 1.2.4. Data & Document Management 1.2.4.1. Develop and implement a data/document structure & MS Teams page. KJ will coordinate the dissemination of data and studies to the City and other external consultants. This task assumes the use of the Microsoft Office 365 Teams environment as a project portal to post and share data and studies with City staff and external consultants. This task assumes that KJ will host the Teams site and will control/authorize access by the external parties. This task assumes a data/document process workshop, led by KJ, to understand the City's requirements for the Teams' environment, security, objectives, and reporting priorities. The outcomes of the workshop will be used to develop a Program Teams Site for enhanced document management including project data migration, finalization and implementation of site hierarchy, permissions and access. This task assumes that the City is already using Teams and the need for additional software purchases is not anticipated. 1.2.5. Program Budget & Cash Flow Projection 1.2.5.1. Develop master program budget and perform monthly budget tracking and cash flow analysis. KJ will develop a master program budget using Microsoft Excel to develop and track the program budget, projected costs and expenditures. 1.2.5.2. Prepare Project Level Cost Estimates. KJ will provide project level capital and O&M cost estimates as part of Task 2.5. November 17, 2020, Item #131.2.5.3. Assist with potential financing activities. KJ will provide assistance to the City regarding potential financing, bond sales or other financial related activities for Program funding (see Task 2.9 for additional details). We assume a total of 120 hours of support for this task. 2. Pre-Design (Task 2) 2.1. Data Collection & Review. KJ will review available information pertaining to the Program as provided by the City. KJ will provide the request for information prior to the kick-off meeting to include applicable master plans, facility plans, financial plans and budgets, studies, files, data, plans, and maps. If needed, KJ will acquire mylar drawings for scanning if those drawings have not been scanned. 2.2. Review of the previously completed Preliminary Design Reports. This task is excluded from the scope of work as it was previously completed. 2.3. Geotechnical desktop review and assessment. KJ will review the available geotechnical data and reports within the project area to assess the geotechnical design requirements for the final design activities. Available geotechnical reports will be reviewed and assessed in the context under which the project site presently exists and KJ will offer our professional opinion on the relevant information as it relates to planned work and the potential need for supplemental data to support the pre-design activities and the solicitation of final design services. The PDR's prepared under Task 2.5 will include a description of the regional geology, general descriptions of the geologic units, groundwater considerations, recommendations/suggestions for supplemental geotechnical data collection and analysis to more succinctly define site conditions relevant to the planned work and potential geologic hazards that could affect the projects. 2.4. Base Mapping & Utility Verification 38 of 91 2.4.1. Provide aerial surveying and topography for the project areas. O'Day Consultants, as a subconsultant to KJ, will provide survey and right of way mapping services to develop aerial imagery, topographic and right-of-way information necessary (exclusive of utilities) to define the proposed facility locations in Task 2. Although this survey and mapping information will be provided for the final design engineer(s) information, the survey and mapping services required to support the final design in Task 3, will be the sole responsibility of the final design engineer(s). It is assumed that the preparation legal documents will not be required for property or easement acquisition. November 17, 2020, Item #132.4.2. Provide utility verification of existing facilities (fatal flaw analysis) prior to final design. KJ will contact Underground Service Alert to determine the utility owners within the project limits and send formal requests to each utility owner requesting record drawings and any future utility plans. KJ will prepare a master list of utility verifications to be performed by the final design engineers. KJ will perform a visual inspection of the project limits with City staff to identify any constraints. KJ will prepare a potholing plan based on the provided record drawings for the fatal flaw analysis. Underground Solutions, Inc. {USI}, as a subconsultant to KJ, will provide potholing services. For scope purposes, fifteen (15) potholes will be performed with a maximum depth of 10 feet. A pothole report will be prepared documenting the potholed utility depth from ground surface to the bottom of pipe, pipe material and diameter. The pothole location will be marked in the field and will be surveyed to determine the coordinates of the pothole location. USI will obtain encroachment permits from the City. It is assumed that traffic control will be in accordance with the Watch Manual and traffic control plans are not required. Perma-Patch will be used for asphalt restoration. It is assumed that the final design engineer will be solely responsible for utility research, detailed plotting of existing utilities, and existing utility conflict resolution. 2.5. PDR/Basis of Design Report (includes design criteria & standards) 39 of 91 2.5.1. Package #1 -Clearwell Upgrades. This task is excluded from the scope of work as this work is being prepared by IEC. 2.5.2. Package #2 -Clearwell Replacement. KJ will prepare a PDR (up to a 10% design level) suitable for project definition, preliminary environmental assessment and solicitation for final design services. The PDR will include the following topics: • Design criteria, including preliminary assessment of likely geotechnical/soil conditions in the project area based on previously available information • Code and standard reference requirements • Regulatory/permitting requirements • Tank location and connection of new inlet, outlet, drain and overflow piping to existing systems • Tank design considerations • Preliminary location of construction area, staging area, and site access for contractor usage • Planning level implementation plan, phasing and schedule • Preliminary operational strategies • Planning level construction cost estimates and O&M cost estimates • Calculations November 17, 2020, Item #1340 of 91 • Preliminary drawings o Civil Site Plan/Piping Plan o Structural Floor Plan o Civil/Structural Section The preparation of the PDR for Task 2.5.2 is based on the following assumptions: • The revised March 2020 Evaluation of Clearwell Alternatives, prepared by Infrastructure Engineering Corporation, will be incorporated into this PDR. • Reservoir sizing will be confirmed by KJ with the City. • Surveying and mapping will be provided under Task 2.4.1. • Existing available geotechnical information is relevant to the immediate area of the project work. • Preliminary pipeline sizing and working pressure will be provided. Surge analysis will not be performed during predesign phase. • Existing City-owned utility information, preferably recorded in GIS, will be provided by the City. • Preliminary utility research will be performed under Task 2.4.2. • A construction cost estimate will be prepared as a Class 4 estimate. • The estimated design and construction phase durations will be included. • It is assumed that the delivery of the tank design will be through a conventional Design-Bid-Build procurement approach, and thus the level of completion for the PDR will be to a suitable level for this type of procurement method. Specifications, bid documents, vendor pre-qualification, and equipment selections are not included under this task. • It is assumed that three (3) task-specific meetings are included in this task, to define the tank sizing, to discuss the tank design requirements and to review the draft PDR comments. Draft and Final PDR documents will be provided in both hardcopy (up to 5} and electronic (PDF} formats. 2.5.3. Package #3 -Treated Water Connection & Related Facilities. KJ, with support from Mission Consulting Services, will prepare a PDR (up to a 10% design level} suitable for project definition, preliminary environmental assessment and solicitation for final design services. The PDR will include the following topics: • Design criteria, including preliminary assessment of likely geotechnical/soil conditions in the project area based on previously available information • Code and standard reference requirements • Regulatory/permitting requirements • Pipeline alignment analysis • Forebay location and sizing, if required • Pump station location and connection to utilities and proposed pipelines November 17, 2020, Item #1341 of 91 • Pump station design considerations, including preliminary pump sizing, valve selection and configuration, electrical schematic, instrumentation and controls P&ID and flow diagram • Hydraulic design requirements • Evaluation to re-purpose existing City facilities • Preliminary location of construction area, staging area, and site access for contractor usage • Planning level implementation plan, phasing and schedule • Preliminary operational strategies • Planning level construction cost estimates and O&M cost estimates • Calculations • Preliminary drawings o Pump Station ■ Civil site plan/yard piping ■ Mechanical plan ■ Electrical single line diagram ■ l&C P&ID o Pipelines ■ Overall aerial with known utilities ■ Typical street/pipe cross sections ■ Major crossings (i.e., SDCWA First Aqueduct) The preparation of the PDR for Task 2.5.3 is based on the following assumptions: • KJ will identify and evaluate up to two (2) alternative alignments for each of the two (2) pipelines focusing on critical crossings of roadways, drainage courses and major utilities. The alternatives will be evaluated by considering up to ten criteria, to be determined in conjunction with the City. It is assumed that the pipeline routing and alignment analysis will be based on existing available right of way and ensuring that the pipelines will provide water system redundancy. • A hydraulic profile for the pipeline will be developed for the purposes of determining pump station design criteria. • Existing available geotechnical information is relevant to the immediate area of the project work. • Preliminary pipeline sizing and working pressure will be provided. Surge analysis will not be performed during predesign phase. • Preliminary design drawings will depict the plan view alignment following the preferred pipeline alignment and pump station location. • Surveying and mapping will be provided under Task 2.4.1. November 17, 2020, Item #1342 of 91 • Existing City-owned utility information, preferably recorded in GIS, will be provided by the City. • Preliminary utility research will be performed under Task 2.4.2. • The alignment analysis will identify any known areas requiring special construction (e.g. tunneling). • A construction cost estimate will be prepared as a Class 4 estimate. • The estimated construction duration of the recommended pipeline alignment and pump station will be included. • It is assumed that the delivery of the final design will be through a conventional Design-Bid-Build procurement approach, and thus the level of completion for the PDR will be to a suitable level for this type of procurement method. Specifications, bid documents, vendor pre-qualification, and equipment selections are not included under this task. • It is assumed that four (4) task-specific meetings are included in this task, to define the alignment evaluation and pump station design criteria, to discuss the results of the hydraulic design analysis, to discuss the findings of the alignment study and to review the draft PDR comments. Draft and Final PDR documents will be provided in both hardcopy (up to 5) and electronic (PDF) formats. 2.5.4. Package #3 -SDCWA Flow Control Facility. KJ, with support from Stine Solutions, will prepare a PDR/Planning Study (up to a 10% design level) suitable for project definition, compliance with SDCWA requirements, preliminary environmental assessment and solicitation for final design services. The PDR will the following topics: • Design criteria, including preliminary assessment of likely geotechnical/soil conditions in the project area based on previously available information • Code and standard reference requirements • Regulatory/permitting requirements • SDCWA system analysis, including surge analysis • Flow control facility (FCF) location and connection to utilities and proposed pipelines • Hydraulic design requirements • Preliminary location of construction area, staging area, and site access for contractor usage • Planning level implementation plan, phasing and schedule • Preliminary operational strategies • Planning level construction cost estimates and O&M cost estimates • Calculations • Preliminary drawings November 17, 2020, Item #1343 of 91 o FCF ■ Civil Site Plan/Major connection piping ■ Mechanical plan ■ l&C -P&ID The preparation of the PDR for Task 2.5.4 is based on the following assumptions: • KJ will conduct a kickoff meeting with City and SDCWA staff to discuss project objectives and request engineering, operational, environmental, and right-of-way requirements from both the City and the SDCWA. • Surveying and mapping will be provided under Task 2.4.1, up to the location of the FCF. • Existing available geotechnical information is relevant to the immediate area of the project work • KJ will review existing as-built drawings of the Ramona pipeline, recent operating flows to existing services along the Ramona pipeline, and anticipated changes in operation of existing FCF's along the Ramona pipeline by either the City of San Diego, Olivenhain MWD, or Ramona MWD. • KJ will evaluate pipeline performance for typical winter and summer months by obtaining actual deliveries for each FCF for one week in each of Nov, Dec, Jan (winter) and July, Aug, Sept (summer) for the last three years of record to determine the hydraulic operating conditions for the Ramona Pipeline. • KJ will superimpose water demands from the City and determine what improvements are required to provide the requested flow capacity. • Preliminary utility research will be performed under Task 2.4.2. • KJ will develop alternatives in conjunction with the hydraulic analysis, to determine the location and size of the FCF. The alternatives analysis will be limited to two locations for the FCF, adjacent to Ramona #3 and another location to be determined. The type of FCF to be analyzed will be a stand-alone FCF or a new combined Ramona #3 & Poway FCF. • KJ will perform a preliminary hydraulic analysis and calculations from the SDCWA's second aqueduct for various combinations of flows to each service connection and the required pipeline sizes. • A construction cost estimate will be prepared as a Class 4 estimate. • The estimated design and construction duration of the FCF will be included. • In addition the kick-off meeting, it is assumed that KJ will conduct four (4) workshops with City and SDCWA staff for this task, to define evaluation criteria and O&M requirements, review the preliminary alternatives analysis (City only), review the preliminary alternatives analysis (City and SDCWA), and to review the draft PDR comments. Draft and Final PDR documents will November 17, 2020, Item #13be provided in both hardcopy (up to 5 to both the City and SDCWA} and electronic (PDF) formats. 2.6. Storage Criteria Technical Memorandum & Capacity Assessment Technical Memorandum 2.6.1. KJ will review and coordinate the work, under separate contract between the City and Mission Consulting Services, to provide a Technical Memorandum to update the City's reservoir storage criteria for master planning analysis, as follows: • Coordinate Mission Consulting Services storage analysis of the City's distribution system. • Review the proposed changes to the storage criteria. • Review and provide one (1) round of review comments for the Technical Memorandum documenting the storage criteria, any proposed changes, and the results of the storage analysis using the existing and proposed criteria, including coordinating the submittal of the final Technical Memorandum. 2.6.2. KJ will review and coordinate the work, under separate contract between the City and Mission Consulting Services, to provide a Technical Memorandum to evaluate the City's capacity assessment for compliance with Title 22 Section 64554, as follows: • Coordinate and review the assessment analysis. • Review and provide one (1) round of review comments for the Technical Memorandum documenting the capacity assessment, including coordinating the submittal of the final Technical Memorandum. 2.7. Hydraulic Model Update/Planning/Water Quality Modeling 44 of 91 2.7.1. KJ will review and coordinate the work, under separate contract between the City and Mission Consulting Services, to update the City's hydraulic model and prepare a Model Update Technical Memorandum to document the procedures and calibration achievement levels for the City's hydraulic model update, as follows: • Coordinate and review the hydraulic model update. • Review and provide one (1) round of review comments for the Technical Memorandum documenting the calibration of the hydraulic model update, including coordinating the submittal of the final Technical Memorandum. 2.7.2. Mission Consulting Services, as a subconsultant to KJ, will update and run the City's hydraulic model for the treated-water connection analysis, which will be completed as follows: • Attend one (1) meeting with the City and KJ to discuss the proposed treated-water connection with SDCWA. November 17, 2020, Item #1345 of 91 • Prepare an analysis of the proposed treated water connection with SDCWA. Using the previous analysis as a reference, add the connection to the hydraulic model, along with any proposed piping and appurtenances that would be required. Analyze the City's system under three (3) separate scenarios. These are anticipated to be: o Base-loading the WTP and peaking from SDCWA o Base-loading SDCWA and peaking from the WTP o Combination/other • Prepare a blending analysis of the three treated-water connection scenarios showing the distribution of the SDCWA water into the City's system. • Prepare a draft Technical Memorandum to document the findings of the treated-water connection modeling results. Respond to one (1) round of comments and submit a final Technical Memorandum. 2.7.3. Develop operational model of the Treatment Plant and the proposed SDCWA FCF. KJ, with the support of Stine Solutions, will provide a Technical Memorandum to determine the sizing and how the proposed flow control facility will be operated in conjunction with the Treatment Plant. The operational model would consist of calculating monthly operating expenses for a range of flows from the FCF. For each flow rate from the FCF a corresponding flow and variable cost for treatment at the plant would be calculated. It is envisioned that a simple spreadsheet model would include the following: • For the flow from the FCF o Pumping cost (energy) for the new pump station o The treated water surcharge from the SDCWA (currently $295/AF) • For flow through Treatment Plant o Pumping cost for raw water delivery o Plant electrical and Chemical costs per acre foot Neither construction costs associated with new facilities nor fixed costs associated with operation and maintenance of Treatment Plant or any pump station would be included as these are fixed and therefore the same for all scenarios. The 12-month simulations would take each month's flow demand and allocate to the new FCF or the Treatment Plant. A series of runs assuming constant flow from the FCF would be initiated. • One series with constant flow from the FCF at three separate flow rates • One series with variable flows from the FCF at 10%, 20%, 30% and 40% of each month's total demand November 17, 2020, Item #13Results would be presented in cost per month and total cost per year. Completion of model will require: • Coordination meeting with City staff, including treatment plant and system operators, to develop pertinent facility cost information • Selection of the monthly demands • Preliminary hydraulic analyses to determine available head at FCF • Preliminary hydraulic analyses of the delivery pipeline to clearwell {alternative diameters) • Developing the preliminary sizing of the treated water pump station • Initial analysis and review with City staff, including treatment plant and system operators, and the SDCWA (two meetings} • Finalize runs and prepare technical memorandum • Technical memorandum review meeting with City staff, including treatment plant and system operators 2.8. Water Quality Planning 2.8.1. Provide Water Quality Planning/Support. In conjunction with Task 2.7.1 & 2.7.2, KJ, with assistance from Trussell Technologies, will provide a Technical Memorandum to evaluate the potential water quality issues associated with blending SDCWA treated water with City's water produced from the Berglund Water Treatment Plant for the various operating scenarios for compliance with drinking water regulations and minimizing operating risks. 2.9. Provide Potential Funding Assistance 46 of 91 2.9.1. Identify potential funding sources. KJ will prepare a list of potential funding sources, such as State or Federal Grant or Loan programs and infrastructure funding source options, including the required submittal requirements. 2.9.2. Prepare funding applications. KJ will development the required materials and assist the City in completing and submitting the required applications. For scope purposes, it is assumed that KJ will prepare one federal grant application (Bureau of Reclamation WaterSMART or similar}, one SWRCB Drinking Water State Revolving Fund application and one state grant application {Proposition 1 Integrated Plan Implementation Grant or similar). This task will include processing the applications through completion of the funding agreements. 2.9.3. Provide funding documentation. If the issuance of bonds is considered by the City, KJ will assist the City as needed in developing construction estimates, schedules, exhibits, etc. For scope purposes, this subtask assumes one loan application, to iBank, will be prepared and the project engineering related information will be prepared under Task 2.5. It is assumed the financial information needed for the iBank application will be provided by the City. Other Program financial support will be provided by Task 1.2.5.3. November 17, 2020, Item #132.9.4. Provide recommended funding plan. KJ will prepare a memorandum summarizing the recommend approach for funding the proposed Program. KJ will prepare a memo to summarize available funding opportunities with details on the anticipated timelines for applications, requirements applicable to each program, the process and level of effort to apply, and level of funding possible. The memo will conclude with a matrix matching projects/project elements to potential funding programs. 2.9.5. Grant Administration. KJ will provide grant administration, after execution of the grant agreements in Task 2.9.2. It is assumed that the grant administration duration is 3 years. The estimated cost is $2,500/month for the Bureau of Reclamation and Proposition 1 grants combined and $3,800/month for the State Revolving Fund grant which also includes labor compliance and monitoring. 2.10. Develop Preliminary Permitting Plan. As part of Task 2.5, KJ will develop a preliminary permitting plan that identifies all permits required for changes to the City's Drinking Water Supply Permit and for the construction of the Program facilities including information related to the cost, duration and scope for the permit applications. KJ will provide support and documentation required to assist Poway staff with long lead permit applications, i.e. 6 months or longer to obtain. All other permits identified will be coordinated by KJ and obtained by the final design engineer as part of the future Task 3. It is assumed that the City will pay for all permit fees. 2.11. Provide CEQA/NEPA Services. HELIX, as a subconsultant to KJ, will provide the CEQA/NEPA services as described below. It is assumed that all work outlined in HELIX's scope will be completed within 12 months from the date of receiving the notice to proceed from the Program Manager, and that up to 6 hours per month of HELIX's Project Manager time will be required for management and coordination efforts. HELIX's Project Manager and key members of the project team (as appropriate) will participate in team monthly conference calls with the project team to facilitate the exchange of information, enhance coordination among the team members, and provide a progress update on technical analyses and the CEQA document. Monthly calls are assumed to occur during the CEQA process, which is expected to last up to 12 months. Up to 2 face-to-face meetings of HELIX's Project Manager with staff from the project team are also included. A total of 24 hours of HELIX's Project Manager time and up to 8 hours of technical specialist time to participate in teleconferences and meetings with the project team is included. 47 of 91 2.11.1. Technical Studies/Environmental Assessment/Initial Study. Technical studies will be completed based on available digital baseline data and project plans. To the extent that necessary project design information is not yet available, KJ, HELIX, and other project team members will develop reasonable assumptions to use in the technical analyses. Technical studies will include analysis of a single version of the project description. HELIX will submit an electronic copy of each draft November 17, 2020, Item #1348 of 91 report described below in subtasks of Task 2.11.1 to the project team for review. HELIX will revise the draft reports based on a single set of consolidated comments on each report provided by the project team and submit an electronic version of the reports to the project team for submittal to the City. HELIX will address one additional round of minor comments for a total of three iterations of each report. 2.11.1.1. Aesthetics/Visual Simulations. HELIX will prepare two visual simulation graphic suites showing the proposed SDCWA turnout & flow control facility and pump station. Each graphic suite will include three views from a single point showing (a) the existing condition, (b) the proposed project condition immediately after construction, and (c) the anticipated condition approximately 10 years following project construction, after proposed landscaping has matured. The simulations will be prepared by creating a 3D model of the proposed site improvements and integrating that data with photographs taken from established photo points. It is anticipated that photo points for the simulations will be located at the intersection of Espola Road and Green Valley Truck Trail for the FCF, and a location to be determined for the pump station. Wireframe models of the views from the proposed photo points will be provided for project team approval. Upon approval, georeferenced pre-project photographs of the existing conditions will be collected. Final visual simulations and a map identifying the viewpoints will be incorporated into the CEQA document; a separate report will not be completed as part of this task. 2.11.1.2. Air Quality, Greenhouse Gas, and Energy Analysis. HELIX will prepare an air quality technical letter report. HELIX will quantify the project's construction and operation-related energy consumption, criteria pollutant, and greenhouse gas emissions using an approved methodology such as the California Emissions Estimator Model (CalEEMod) or Roadway Construction Emissions Model (RCEM). Maximum daily criteria pollutant and annual GHG emissions will be compared to the San Diego Air Pollution Control District's Thresholds of Significance. In the event that emissions exceed these adopted thresholds, mitigation measures will be identified to reduce impacts. The technical letter report will also include an air quality conformity analysis to meet the CEQA-Plus requirements for the federal Clean Air Act (CAA). An air quality conformity analysis is required for criteria pollutants for which the San Diego Air Basin (SDAB) is classified non-attainment or maintenance. A determination will be made whether annual emissions are below the de minimis level for the specified criteria pollutants. If the emissions exceed these thresholds, then HELIX will determine if the project conforms to the State's November 17, 2020, Item #1349 of 91 Implementation Plan. Exposure to toxic air contaminants, odors, and consistency with regional air quality plans will be addressed qualitatively. If potential significant impacts are identified, HELIX will recommend appropriate mitigation measures. 2.11.1.3. Biological Resources Technical Study. General Biological Survey and Preliminary Jurisdictional Delineation. HELIX will conduct a general biological survey to map existing vegetation communities, preliminarily map potentially jurisdictional aquatic resources, evaluate habitat suitability for special-status species, and note other sensitive biological resources that occur or may occur on site and in the immediate vicinity. Biological Resources Technical Report. HELIX will review the proposed conceptual development areas of the project against the biological survey results to identify development constraints and will provide recommendations for avoidance/minimization to the project team via email. The recommendations will identify areas of the site to avoid, if feasible, and assist the project team's preparation of the preliminary construction drawings for submittal to the City. Following approval of the Preliminary Drawings and per project team authorization, HELIX will prepare a biological resources technical report as part of the project environmental review by the City. The report will describe the assessment survey methods and results, the potential for sensitive plants and animals to occur, calculate and evaluate project impacts, identify potential issues for impacting sensitive resources, and recommend practicable mitigation measures in accordance with Appendix G of the CEQA Guidelines. Based on the project affiliation with the San Diego County Water Authority (SDCWA}, the report will also discuss the SDCWA Subregional Natural Community Conservation Plan/Habitat Conservation Plan (NCCP/HCP; SDCWA HCP} and the Poway Subarea Habitat Conservation Plan/Natural Community Conservation Plan (Poway HCP}, as applicable. Additionally, to demonstrate compliance with NEPA and conformance with federal policy, HELIX will incorporate specific biological resources analysis into the technical report to support review of the project pursuant to CEQA-Plus requirements. As-Needed Support. This task includes 12 hours for HELIX Biology Project Manager and Principal Biologist time to provide as-needed support at the specific direction of the project team to assist in conceptual mitigation planning with SDCWA and the City, prepare additional materials, cost estimates, or participate in phone/e-mail correspondence and attend meetings. November 17, 2020, Item #1350 of 91 2.11.1.4. Cultural Resources. HELIX will conduct a cultural resources survey that will include the following: work with the project team and regulatory agency staff to define the cultural resources Area of Potential Effect {APE); obtain and review a records search from the South Coastal Information Center {SCIC; assumed to not exceed $500), the California Historical Resources Information System {CHRIS) repository for San Diego County; contact the Native American Heritage Commission {NAHC) for a Sacred Lands File search and list of Native American contacts; conduct outreach by mail to the Native American contacts provided by the NAHC; and conduct a reconnaissance-level survey of the proposed project components. A Native American tribal monitor will be included in the field survey, as a subcontractor to HELIX. The results of the archaeological survey are assumed to be negative. Should archaeological sites be encountered during the reconnaissance-level survey, additional documentation and/or testing may be required. The scope and cost of such additional work would be based on the extent and nature of cultural material found and will require a contract modification. Upon completion of the cultural resources survey, HELIX will prepare a draft cultural resources technical report addressing both CEQA and Section 106 of the National Historic Preservation Act, making it appropriate to support a CEQA or CEQA Plus document, as well as a NEPA document. The report will detail the methods and results of the cultural resources survey, as well as anticipated project impacts and recommendations for additional cultural resource investigations or mitigation measures, as necessary. This scope assumes that the City will take the lead in the Native American consultation process required by Assembly Bill {AB) 52. HELIX will support the City's efforts, including, if requested, incorporating the above-noted Native American outreach into the AB 52 consultation process and attending up to two meetings/conference calls with the City and Native American tribal representatives. 2.11.1.5. Noise/Vibration Impact Analysis. HELIX will review preliminary project documentation and prepare a site map identifying potential areas for significant noise impacts. This will include specification of the applicable City noise requirements for the project-specific function. Preliminary planning will identify expected project construction and operational noise impacts and provide reasonable and feasible mitigation measures, if needed. If noise-sensitive species are determined to be in the vicinity of the project, recommended mitigation and/or distances will be provided. The results of this analysis will be incorporated into the CEQA document; a separate report will not be prepared. November 17, 2020, Item #1351 of 91 2.11.1.6. Initial Study. HELIX will prepare an initial study (IS) in accordance with Appendix G of the State CEQA Guidelines. The Draft IS will include a description of the project, an IS checklist, and supporting figures. The IS checklist will include detailed discussions of environmental resource or issue areas that may be significantly affected by the project, as well as measures to mitigate those impacts to less-than-significant levels, as applicable and feasible. In addition, brief explanations of why the project would not result in significant effects on other issues would be provided. Impacts related to aesthetics, air quality/greenhouse gas emissions/energy, biological and cultural resources, and noise/vibration will be addressed based on the results of the technical analyses presented above. Other topics (e.g., traffic) will be addressed qualitatively, based on readily available information and our experience with similar projects. 2.11.2. Mitigated Negative Declaration. 2.11.2.1. Administrative Draft and Public Review MND. HELIX will prepare a Mitigated Negative Declaration (MND) in accordance with CEQA and the State CEQA Guidelines. The Draft MND will include a description of the project, an IS checklist and supporting figures, and mitigation measures, if applicable. HELIX will produce an electronic copy of an Administrative Draft IS/MND for the project team's review. Upon incorporation of appropriate revisions, HELIX will produce a screencheck version of the public review IS/MND as an Acrobat PDF. Upon the City's approval of the screencheck Draft IS/MND, HELIX will prepare the Notice of Intent to Adopt an MND (NOi) and produce up to 10 printed copies of the document for distribution as well as an electronic version to be posted on the City's website. Technical studies will be included in electronic format on CDs in a pocket of the IS/MND. It is assumed that HELIX will submit copies of the NOi, Notice of Completion, 15 copies of the Summary Form, and 15 CDs of the IS/MND to the State Clearinghouse. HELIX will arrange for the publication of the NOi in a local newspaper, with the assumption that the City will be responsible for the cost of publication. HELIX will also work with the City to comply with the State's pandemic/social distancing guidance on the publication/distribution of CEQA notices (such as NOls) that is applicable when the NOi is ready for distribution. 2.11.2.2. Administrative Draft Final and Final IS/MND. In consultation with the project team, HELIX will respond to substantive comments received on the content of the Draft IS/MND during public review of the document. This effort is anticipated to require a maximum of 24 hours of the Project Manager's time and six hours of a Principal Planner's time. An November 17, 2020, Item #1352 of 91 introduction, responses, revisions to the Draft IS/MND (as needed), and a Mitigation Monitoring and Reporting Program (MMRP) will be incorporated into the final document. HELIX will submit an Administrative Draft version of the Final IS/MND and revise once per comments received from the project team (assumed not to be substantive or alter the analysis). A screencheck version of the Final IS/MND and MMRP will be prepared and sent to the project team electronically for final approval. Upon approval, HELIX will produce and distribute up to five printed copies of the Final IS/MND. Technical studies will not be printed unless otherwise stated but will be provided on CDs. HELIX also will prepare the Notice of Determination (NOD) and file with the County Clerk and mail to the State Clearinghouse. It is assumed that City will pay the applicable County Clerk and CDFW filing fees. Upon request by the City, HELIX's Project Manager will attend a City Council hearing on the project's MND. 2.11.3. Notice of Exemption. Should the City determine that the Clearwell Replacement Project is exempt from CEQA, HELIX will prepare a Notice of Exemption (NOE) form for the proposed project. The form will be accompanied by an attachment that briefly describes the project location, purpose, and description (based on information provided by the project team), as well as identification of the applicable Categorical Exemption(s) under CEQA. HELIX will submit the draft form and attachment for one round of review prior to finalizing the document. Following City approval of the NOE and project, HELIX will file the form with the County Clerk. It is assumed that the City will pay the applicable County Clerk filing fee. Proof of filing and a receipt for the filing fee will be provided to the City. 2.11.4. NEPA Checklist. In the event that federal funding is secured by the City from the Bureau of Reclamation (BOR) WaterSMART Program, additional environmental review pursuant to NEPA would be required. The BOR will be the federal lead agency for NEPA compliance and will review technical documentation to ensure that natural resources, cultural, and socioeconomic concerns are appropriately addressed. Documentation needed to comply with Part 46 of the Code of Federal Regulations (CFR), BOR's NEPA Handbook, Federal Cross-Cutter Checklist (CEQA-Plus) and other applicable U.S. Department of Interior guidance. This scope of work assumes that the project would qualify for a Categorical Exclusion (CatEx) from NEPA pursuant to 43 CFR 46.210, which lists actions that do not require environmental analysis under NEPA. HELIX will prepare a CatEx Checklist to satisfy the NEPA requirements for the project using the analysis in the IS/MND and technical studies. Should it be determined that an Environmental Assessment is needed, HELIX would coordinate with the project team to develop a separate scope and fee as part of the funding efforts November 17, 2020, Item #13for the project. A screencheck version of the CatEx will be submitted electronically (.docx and .pdf) to the City for review. Upon completion of revisions, HELIX will provide an electronic version of the finalized document to the City for distribution to the BOR. 2.11.5. CEQA Plus. If the project would receive State Revolving Fund (SRF) funding through the State Water Resources Control Board (SWRCB), HELIX will prepare the SRF Federal Cross-cutting Environmental Regulations Evaluation Form for Environmental Review and Federal Coordination (commonly referred to as CEQA Plus) based on information included in the IS/MND and supporting documentation for federal regulations, including the technical reports for biological resources and cultural resources, and the air quality emissions modeling. The Evaluation Form will address other topics listed in the checklist, including environmental justice, farmland protection, floodplain management, and preparation of the official 100-year floodplain map. As part of this task, HELIX will also prepare a Climate Change worksheet, letter report summarizing an alternatives analysis, and draft letter for submittal by the SWRCB to the State Historic Preservation Officer (SHPO) requesting SHPO concurrence on the findings related to cultural resources. HELIX will submit the Environmental Application with supporting documentation to the City for review and revise based on comments received, within the limits of an 8-hour professional staff budget. HELIX will then submit the revised Environmental Application to the SWRCB electronically via the Financial Application Submittal Tool (FAAST) website. Following SWRCB distribution for federal agency review, HELIX will prepare the final SRF Program submittal package based on any comments received by federal agencies during review, including any coordination or responses to comments, within the limits of a 6 hour professional staff budget. This scope of work assumes that no revisions will be required to the adopted MND. HELIX will submit all final documents to the SWRCB electronically via the FAAST website. 2.12. Evaluate Alternative Project Delivery Methods. KJ will evaluate alternative project delivery methods, such as Design-Bid-Build, CMAR, or Design-Build, for various components of the Program. 2.13. Provide Final Program Plan. KJ will prepare a Final Program Plan incorporating the preliminary design reports, environmental assessment and funding plan. 53 of 91 November 17, 2020, Item #133. Design Management (portion of Task 3 for the Clearwell Bypass Pipeline and Tank only) 3.1. Develop Design Standards & Design Criteria (included in Task 2.5) 3.2. Monitor & Review Final Design Consultants (schedule analysis included in Task 1.2.1) 3.2.1. Package #1-Clearwell Upgrades 54 of 91 3.2.1.1. 60% Design Review. KJ will provide an initial review of the 60% design submittal to confirm consistency with the 60% design requirements. Following the initial review, KJ will provide comments either for the design consultant to resubmit the 60% design submittal or approve the submittal for the City's and KJ's formal 60% design review. KJ will prepare 60% design review comments and will conduct one (1) 60% design review meeting to discuss review comments with the City and the design consultant. KJ will review the design consultant's progress against the CPM/project schedule and recommend corrective action, if needed, to the City. 3.2.1.2. 90% Design Review. KJ will provide an initial review of the 90% design submittal to confirm consistency with the 90% design requirements. Following the initial review, KJ will provide comments either for the design consultant to resubmit the 90% design submittal or approve the submittal for the City's and KJ's formal 90% design review. KJ will prepare 90% design review comments and will conduct one (1) 90% design review meeting to discuss review comments, the value engineering analysis, and the constructability review analysis with the City and the design consultant. KJ will review the design consultant's progress against the CPM/project schedule and recommend corrective action, if needed, to the City. 3.2.1.3. 100% Design/Bid Readiness Review. KJ will provide a bid readiness review of the 100% design submittal. KJ will prepare 100% design review comments and attend one (1) 100% design review meeting to discuss review comments to be incorporated into the bid package. 3.2.1.4. Permitting Assistance. KJ will coordinate permitting approval between the design consultant, the City, and the appropriate permitting agencies. This task assumes that the design consultant will be solely responsible for permit acquisition and the permitting fees will be paid by the City. Our proposal assumes up to 24 hours of support for this task. 3.2.1.5. Constructability Review. In conjunction with both the 60% and 90% design reviews, KJ will perform two (2) constructability reviews and will provide comments to be incorporated by the design consultant. 3.2.1.6. Value Engineering Analysis. In conjunction with the 90% design review, KJ will perform a value engineering analysis and will provide comments to be incorporated by the design consultant. November 17, 2020, Item #133.2.1.7. Provide final bid ready documents. KJ will verify that the design consultant has a completed a bid ready package for the Clearwell Upgrades that incorporates the final plans, specifications, and supporting documents required for the project, including the City's standard bidding documents. 3.3. Integration of Design with SCADA & CMMS 3.3.1. Package #1 -Clearwell Upgrades. KJ will identify the required SCADA integration and CMMS requirements in the Design Consultant's scope to incorporate into the Final Design of the Clearwell Upgrades. KJ will coordinate with the Design Consultant to integrate the design of the Clearwell Upgrades with the City's existing SCADA and CMMS systems, as required. As-Needed Tasks: 1.3. Public Outreach 1.3.1. Pre-Design Phase. Katz & Associates (K&A), as a subconsultant to KJ, will prepare a communication plan and a stakeholder contact information database to guide communication and outreach activities to assist the City staff during the Program. Included with this task will developing a key message platform and public information document, guidelines for interacting with the news media, procedures to respond to questions and conducting a kick-off workshop between the City, KJ and K&A. 1.3.2. CEQA Phase. If required, K&A will conduct a public scoping meeting with the assistance of KJ and Helix Environmental Planning (HELIX). If the meeting can be completed in person, the recommended format for a public scoping meeting is an open house meeting with poster stations staffed by project team members. If the meeting must be completed virtually, a series of subject matter presentation modules and Q&A discussions can be implemented. Materials would include a fact sheet, Frequently Asked Questions document and posters/visuals. K&A would develop a meeting logistics plan and a meeting summary. K&A will assist the City and KJ with informational materials development, meeting logistics, planning and implementation. This task assumes the City would provide the meeting venue or pay for the virtual meeting platform. This task also assumes that the City would print and pay for the mailing of the meeting notices. 2.14 Emergency Interconnection with other Agencies 55 of 91 KJ, with the assistance of Mission Consulting Services, will prepare a Technical Memorandum to evaluate potential emergency interconnections with adjacent water agencies including an evaluation of water quality issues. November 17, 2020, Item #13u, O'I ~ ~ A TT ACHf.ENT B. AMENDMENT TO PROGRAM MANAGEf.ENT SERVICES FEE ESTIMATE ,-DwgShtRowi Jon3 HOUl.,ltilt.: 1.2.1MeethgsJRepol'q 1.,1,_!__!,_Meelhg,(l7J Water ] 1.2.1.2Mee1hgSd'ledlAngandMat•llh q,_.!.,_J_~Progrns_R~l.!.ru 1.1,l,_tO.VtiklpMlll«Pr(Knm~&.e,_~~sng 1.2.3.1Prap••~ent&Admiill'llkln~ort~ 1.2.l.2Pr.,...&lndlmtrio,.,QCF'llfl 1.2.l.JC<inCl.ltl:RltkM~Anlfylil 1~4COOOJdChlngeManag.nant~ 1_,~~--,-~-~~-~entSWCU1&Team,P-sie ~1DevaoplM1t•Pn>!,".meudg111Montt{BudgetTradr.rlgJCa&t1Aow _1.2.5.2Prepw1Proj1t1 LIYIIC01tE1llmlllH(indJdtdrlTUk2.51 l2.2R•'<li-Pr.tT!nw'fDetignRepor1SbyOth«l(N.LC.J 2_.~~~0I!~~---~~~ l2.4S.MMlpping&UlllyVriic.llon 2.4.2Pr<MdtUlilty\l'dcaliclnQfl:JishjlFd,nPriarloFi"IIIOnisn 2~~of0.algr,~Ol1 l,_5.1Pack~l1-aw-1Upqr.dfffbyotws 2.5.2Padl:ape:#2-a..-1RtpK«TIQ b!_JPackag1#J-TrNledw.t•ConnKtlon'R·l9dFac;:Nu i£-6StorageCrtl~adty'AHenmenlTed'wllallMemo<WICMTls 2.6.1ReviHaodUpdlll1S1or-s11~rorFu1'.A'1M11t•PlanMlltysis ~2Cap11cityM .. umen1AnaMir. 2.7Hyd'"aiJic:Mod41Updlll11AJmit'otWll!fio.lityModtlhg ~Upd•e 2.7.2Hycni.kMOIHl!AnlMiftW•lll'.. ..... - 12.IWlllefOJalt,.,Plarrnl 2.a.1PrOYid•W.1«~f'lari'lalSulDOf1 2.9.JPrOYid•Fu!dhg~lkln 2.Sl.4PrOYid•Recornm.-.dedF~ 2,10~Yl6opPl'ali'nhlf'yP«mi"1gPhfl(~diihsk2.5 2.11.1TKmicalStu.lnlE™f~IIIIAltNlffl.-Nl-n .. SludY -- 2.~_1,2 IMol,lfl Negat!W Dec,:lralion 2.11.:Z.1MmlriwativeOrlllllJldP\dcRNwMNO :Z.11.2.2AclmiriA"ative[hllAnllandFNIISIMNO 1 12EwtJei.~~.cl:OIIVtfylrM1hod5 J l ei ~ 1! H ih -,i ,~ w~ ATTACHMENT 2 I I i I i i I I I t 1 l l • I 1f I l f I! h I l l I l H l! i: i i~ i l~ w• w w" w J 1 1 I . I I l I 1 i l, f .E: i .1 } I 1f i~ !h ii H J gl ! !! b ~, I 3 ~ $]15 "" Kennedy Jenks 11 I •l I .• 1. I I I! • .!~ .!.. .!.:: ~ "' _g " " SC November 17, 2020, Item #13Ill ...., ~ ~ A TT ACH~NT B. AMENDMENT TO PROGRAM MANAGE~NT SERVICES FEE ESTIMATE r-Dwg Sht Row;--Jon 3 Water J Hour'11late: Por1kinofTHkl•DNignJikMC1-Wll(a...w.lBL,paNl"ipeln,l&.Tanko .... l 3.2Motllol"&R.._Fml0esi!,'leon.Jlalt1 l.2.1Pack-i!•11-CIMl'WtlUpg,aoH 3.2.1.160'l'OnignRN- 3.2.l.290%0uignRCMew J.2.1.3100%Dt-sign/8klRudlnnsRl"litw 3.2.1.5ConstructabltyRr.lew 3.2.1.6VlkJe~AnlMlir. :l.J lmagrQal ofDHignl'lfl'l ~& CMMS 3.3.1PaCM.age#1-a..--.lUo,,,_,..., l'~o/TuAJON,ign~•tr-SubfolM ~dedT••b(Te .. ;1.l.P\A>kOwMc:h) 1.3.lPre-Oe~nPhase 2.14Bw.Mil1Emlfp«K)'rit«Comecti«1 ..... Mja«nt.Anw!M A•~TaMlJ~!'l~--s_~ I C ~ ~ ~il ~-J-3:. 'U w:ald w< 0 !~ ~ I l! l l! l! ~t r: l 1! i l i ! l }~ l ! f I __-,,. -.v Kennedy Jenks· J I f I Cr. I 1 I • j i L i ;! I ll I ,. I , ! I 11 } JI t~ rn ii il : g'I H g j b~ Oa 1-..I 1--, 1-W I- tc tc ~ November 17, 2020, Item #13S'lTIVE V,\US, Mayor CITY OF POWAY DAVE GROSCH, Deputy Mayor C1\ YI JN r♦RANK, Councilmember BARRY LEONARD, Councilmember JOHN MULLIN, Councilmember August 6, 2019 Sandy Kerl San Diego County Water Authority 4677 Overland Ave San Diego, CA 92123 Re: Potential Treated Water Connection for Poway Interim General Manager Kerl, Poway is committed to providing safe and reliable drinking water for its residents. Over the past 40 years, the San Diego County Water Authority (SDCWA) has provided us with imported raw water that is eventually treated at our Lester Berglund Water Treatment Facility and delivered to our residents. With the diverse water portfolio the SDCWA has put together over the years, we are confident that our future demands will be met. However, as there are always unforeseen circumstances, we want to ensure that Poway is prepared for events that may impede the availability of imported raw water. It is with this in mind that we would like to open dialog with the SDCWA to explore the potential to connect to the SDCWA treated water aqueduct, along with any cost-sharing opportunities. This additional water supply would provide redundancy and allow Poway to diversify its own water portfolio. If you are open to this request, Poway Public Works staff would like to set up a meeting with you in August and begin discussions on a treated water connection. Please contact Senior Management Analyst Jessica Parks at (858) 668-4703 and let us know the best days and times that work for you. Thank you in advance for your consideration. Sincerely, ·--· .. -·---. --------·--_,.~. ~~ Steve Vaus ~ Mayor cc. Councilmember Barry Leonard City Manager, Chris Hazeltine Public Works Director, Michael Obermiller Assistant Public Works Director, Rudy Guzman Senior Management Analyst, Jessica Parks 58 of 91 City Hall Located at 13325 Civic Center Drive Mailing Address: P.O. Box 789, Poway, California 92074..0789 www.poway.org ATTACHMENT C November 17, 2020, Item #13MEMBER AGENCIES Corlsbod Municipal Water Dis!r1d City of Del Mor C.ty of Ei.cond•do C,1y of No!ionol City City of Ocoon11de City of Son D,ego FoMb..:X>k Public Utility Dis•rict Helix Waler Dislrict ui~e,ide Water Di,ltid Ol,venhoin Mu,,icipol Woto, Dis.'fid Padre Dom Municipal Waler Di1t1ict Comp Pendleton Mo1ine Corps Bose Rainbow Mvnicipol Water Di1~icl Romano Municipal Water Dis•rict Rincon dol Oioblo Municipal Wottr Dtstri<:I Son Diegv,~o Water D,sJricl Son!o Fe trrigorion Dis!rict Sou'h Boy Irrigation District VollDCitos Wo.,,,, District Volk-), Cen..,,. Mvnicipol Waler Dish'ict Yvimo Our Region's Trusted Water Leader San Diego County Water Authority August 14, 2019 Steve Vaus, Mayor City of Poway P.O. Box 789 Poway, CA 92074-0789 RE: Potential Treated Water Connection for Poway Dear Mayor Vaus: Thank you for your letter dated August 6, 2019 regarding the potential treated water connection for the City of Poway. The San Diego County Water Authority (Water Authority) supports your interest in exploring the potential to connect to the Water Authority's treated water system to provide redundancy and diversification to Poway's water portfolio. While the Water Authority is currently focused on an unforeseen operational situation and not available to meet in August, we would be happy to meet with Poway staff in September. As requested, the Water Authority will contact Ms. Parks and schedule a time for us to meet. Thank you for your interest in increasing the reliability of Poway' s water system and we look forward to meeting with your staff. Sincerely, Sandra L. Kerl Acting General Manager Munic,pol Water D,,tricl CC: Councilmember Barry Leonard City Manager, Chris Hazeltine OTHER REPRESENTATIVE County o1 Son Diogo Public Works Director, Michael Obermiller Assistant Public Works Director, Rudy Guzman Senior Management Analyst, Jessica Parks WA Director of Operations and Maintenance, Jim Fisher 59 ofl9'1 Overland Avenue, San Diego, California 92123-1233 • (858) 522-6600 • FAX (858) 522-6568 • www.sdcwa.org November 17, 2020, Item #13RESOLUTION NO. 20-A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY CALIFORNIA, APPROVING THE CALIFORNIA STATE TREASURER'S BOND COUNSEL POOL, MUNICIPAL ADVISOR POOL AND UNDERWRITER POOL LISTS FOR SELECTING QUALIFIED FIRMS WHEN ISSUING DEBT WHEREAS, the City Council of the City of Poway is considering issuing bonds to finance certain capital projects; WHEREAS, the California State Treasurer Public Finance Division maintains pools of eligible firms for bond counsel, municipal advisor, and underwriter services related to issuing bonds, included in the staff report as Exhibits A, B and C; WHEREAS, the California State Treasurer Public Finance Division's determines pool member eligibility based on a rigorous request for qualifications process; and WHEREAS, selecting firms from the California State Treasurer Public Finance Division's pool lists when issuing bonds saves time and money while assuring the firms selected have been qualified by the Treasurer's office. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway as follows: SECTION 1: That the California State Treasurer Public Finance Division Bond Counsel Pool as may be amended from time to time, attached hereto as "Exhibit A", is hereby approved for use in selecting qualified firms for bond counsel services. SECTION 2: That the California State Treasurer Public Finance Division Municipal Advisor Pool as may be amended from time to time, attached hereto as "Exhibit B", is hereby approved for use in selecting qualified firms for municipal advisor services. SECTION 3: That the California State Treasurer Public Finance Division Underwriter Pool as may be amended from time to time, attached hereto as "Exhibit C", is hereby approved for use in selecting qualified firms for underwriter services. SECTION 4: That the Finance Director, in consultation with the City Manager, is hereby authorized to recommend and select bond counsel, municipal advisor, and underwriter services from the California State Treasurer Public Finance Division pools as may be amended from time to time. 60 of 91 ATTACHMENT D November 17, 2020, Item #13PASSED, ADOPTED AND APPROVED at a Regular Meeting of the City Council of the City of Poway, California on the 17th day of November, 2020 by the following vote, to wit: AYES: NOES: ABSENT: DISQUALIFIED: Steve Vaus, Mayor ATTEST: Vaida Pavolas, CMC, City Clerk 61 of 91 November 17, 2020, Item #13California State Treasurer Fiona Ma, CPA STO Home Home->> Public Finance Division ->> Bond Counsel Pool Public Finance Division Bond Counsel Pool Established May 10, 2019 Alston & Bird LLP Amira Jackman, Attorney at Law Chapman and Cutler LLP Curls Bartling P.C. Dentons US LLP Dorsey & Whitney LLP Fox Rothschild LLP Hawkins Delafield & Wood LLP James F. Anderson Law Firm, A Professional Corporation Jones Hall, A Professional Law Corporation Kutak Rock LLP Law Offices of Alexis S. M. Chiu Pool member am~lication forms PFD Home EXHIBIT A Search Contacts Monthly Debt Report Ratings History Law Offices of Leslie M. Lava Law Office of Monica M. Baranovsky McGuireWoods LLP Nixon Peabody LLP Norton Rose Fulbright US LLP Nossaman LLP Orrick, Herrington & Sutcliffe LLP Polsinelli LLP Quint & Thimmig LLP Schiff Hardin LLP Squire Patton Boggs (US) LLP Stradling, Yocca, Carlson & Rauth ,!:tome ~omment! I Disclosure Notice I Privacy Notice I Acqssibillty~ement I Unclaimed Property I ~ite ~P-I Downlg_~~ Adobe Reader © 2020 California State Treasurer's Office 62 of 91 November 17, 2020, Item #13; ~· /~"·--~'Y Ca i ornia State Treasurer Fiona Ma, CPA llE t~ STO Home Home ->> Public Finance Division ->> Municipal Advisor Pool Public Finance Division Municipal Advisor Pool Established May 10, 2019 BNY Mellon Capital Markets, LLC Columbia Capital Management, LLC Fieldman, Rolapp & Associates, Inc. Hilltop Securities Inc. KNN Public Finance, LLC Lamont Financial Services Corporation Montague DeRose and Associates, LLC PFM Financial Advisors LLC Pop-Lazic & Co. Public Resources Advisory Group Raymond James & Associates, Inc. Sperry Capital Inc. Swap Financial Group, LLC Pool member aQQlication forms PFD Home EXHIBIT B Search Contacts Monthly Debt Report Ratings History Home Comment! Disclosure Notict! I Privacy Notic@ I Accessibility Statement I Unclaimed ProP-em. I Site MaP-I Download Adobe Reader © 2020 California State Treasurer's Office 63 of 91 November 17, 2020, Item #13Cal"fornia State Treasurer Fiona Ma, CPA STO Home PFD Home Home-» Public Finance Division-» 2019-2021 Underwriter Pool Public Finance Division 2019-2021 Underwriter Pool Expires March 31, 2021 Eligible for appointments on all State and Financing Authority Bond Sales 280 Securities LLC 1 Academy Securities, lnc.1 · 2 Alamo Capital 1 Amerivet Securities 1, 2 B.C. Ziegler and Company Backstrom McCarley Berry & Co., LLC1 Barclays Capital Inc. BofA Securities, Inc. Blaylock Van, LLC 1 BNY Mellon Capital Markets, LLC Cabrera Capital Markets, LLC1 Caldwell Sutter Capital, lnc.1 Citigroup Global Markets Inc. City National Securities, Inc. D.A. Davidson & Co. FHN Financial Capital Markets Fidelity Capital Markets Goldman Sachs & Co. LLC Great Pacific Securities 1 Hilltop Securities, Inc. J.P. Morgan Securities LLC Jefferies LLC KeyBanc Capital Markets Inc. Loop Capital Markets LLC Mesirow Financial, Inc. Mischler Financial Group, inc.1 · 2 Morgan Stanley & Co. LLC Oppenheimer & Co. Inc. Piper Sandler & Co. Prager & Co., LLC1 Ramirez & Co., Inc. Raymond James & Associates, Inc. RBC Capital Markets, LLC Rice Financial Products Company 1 Siebert Williams Shank & Co., L.L.C. 64 of 91 EXHIBIT C Search Contacts Monthly Debt Report Ratings History Eligible for appointments on Financing Authority Bond Sales and as a Selling Group Member on State Bond Sales American Veterans Group, PBC Bancroft Capital, LLC Drexel Hamilton, LLC The Frazer Lanier Company, Incorporated lntercoastal Capital Markets, !nc. Robert W. Baird & Co. Incorporated Roberts & Ryan Investments Inc. Roosevelt & Cross Incorporated SWBC Investment Services, LLC Truist Securities UMB Bank, N.A. November 17, 2020, Item #13Stern Brothers & Co.1 Stifel, Nicolaus & Company, Incorporated TD Securities (USA) LLC UBS Financial Services Inc. U.S. Bancorp Investments, Inc. Wedbush Securities Inc. Wells Fargo Bank, NA Westhoff, Cone & Holmstedt 1 Wulff, Hansen & Co.1 Members of State Treasurer's Office Small Business Enterprise Program 2 Members of the Disabled Veteran Business Enterprise Program Pool member a1:mlication forms !!c;>me I Comments I Disclosure Notice I PrivacyJ,lotice I AccessibilLty~tement I Unclaimed ProP-erty I Site MaP-I Download Adobe _ReagM © 2020 California State Treasurer's Office 65 of 91 November 17, 2020, Item #13City of Poway STANDARD AGREEMENT FOR SERVICES This Agreement, entered into this ___ day of _______ , 20 __ , by and between the CITY OF POWAY (hereinafter referred to as "City") and Fieldman, Rolapp & Associates, Inc. (hereinafter referred to as "Consultant"). RECITALS WHEREAS, City desires to obtain the services of a private consultant to perform independent municipal advisory services in connection with the issuance of the 2021 Water Bonds (Project); WHEREAS, Consultant is a(n) registered municipal advisor with both the United States Securities and Exchange Commission and the Municipal Securities Rulemaking Board and has represented that Consultant possesses the necessary qualifications to provide such services; WHEREAS, City has authorized the preparation of an agreement to retain the services of Consultant as hereinafter set forth. NOW, THEREFORE, IT IS MUTUALLY AGREED THAT CITY DOES HEREBY RETAIN CONSUL TANT ON THE FOLLOWING TERMS AND CONDITIONS: 1. Scope of Services. Consultant shall provide services as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 2. Compensation and Reimbursement. City shall compensate and reimburse Consultant as provided in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 3. Term of Agreement. The term of this Agreement shall be as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 4. Termination. This Agreement may be terminated with or without cause by City. Termination without cause shall be effective only upon 60-day written notice to Consultant. During said 60-day period Consultant shall perform all consulting services in accordance with this Agreement. This Agreement may be terminated by City for cause in the event of a material breach of this Agreement, misrepresentation by Consultant in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by City. Termination for cause shall be effected by delivery of written notice of termination to Consultant. Such termination shall be effective upon delivery of said notice. 66 of 91 ATTACHMENT E November 17, 2020, Item #135. Confidential Relationship. City may from time to time communicate to Consultant certain information to enable Consultant to effectively perform the services. Consultant shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the City. Consultant shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services. The foregoing obligation of this Paragraph 5, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Consultant, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Consultant without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Consultant by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. Consultant shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this contract without the prior written consent of the City. In its performance hereunder, Consultant shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 6. and expense. 7. Office Space and Clerical Support. Consultant shall provide its own office space and clerical support at its sole cost Covenant Against Contingent Fees. Consultant declares that it has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, that it 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 the Agreement. For breach of violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 8. Ownership of Documents. All memoranda, reports, plans, specifications, maps and other documents prepared or obtained under the terms of this Agreement shall be the property of City and shall be delivered to City by Consultant upon demand. 9. Conflict of Interest and Political Reform Act Obligations. During the term of this Agreement Consultant shall not act as consultant or perform services of any kind for any person or entity whose interests conflict in any way with those of the City of Poway. Consultant shall at all times comply with the terms of the Political Reform Act and the local conflict of interest code. Consultant shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Consultant has a financial interest as defined in Government Code Section 87103. Consultant represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the City. 67 of 91 November 17, 2020, Item #13"Consultant" means an individual who, pursuant to a contract with a state or local agency: (A) Makes a governmental decision whether to: 1. Approve a rate, rule or regulation; 2. Adopt or enforce a law; 3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; 4. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval; 5. Grant City approval to a contract that requires City approval and to which the City is a party, or to the specifications for such a contract; 6. Grant City approval to a plan, design, report, study, or similar item; 7. Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or (B) Serves in a staff capacity with the City and in that capacity participates in making a governmental decision as defined in the Political Reform Act and/or implementing regulations promulgated by the Fair Political Practices Commission, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code. DISCLOSURE DETERMINATION: ~ 1. Consultant/Contractor will not be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. No disclosure required. D 2. Consultant/Contractor will be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. As a result, Consultant/Contractor shall be required to file a Statement of Economic Interest with the City Clerk of the City of Poway in a timely manner as required by law. Department Director 10. No Assignments. Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. 11. Maintenance of Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the contract period and for three (3) 68 of 91 November 17, 2020, Item #13years from the date of final payment under this Agreement, for inspection by City and copies thereof shall be furnished, if requested. 12. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City of Poway. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes such services. 13. Licenses, Permits, Etc. Consultant represents and declares to City that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for Consultant to practice its profession. 14. Consultant's Insurance. Consultant shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 15. Indemnification. (a) For Claims (as defined herein) other than those alleged to arise from Consultant's negligent performance of professional services, City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "lndemnitees") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, protect and hold harmless lndemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "Claims"), which lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of Consultant's negligent performance under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees. (b) For Claims alleged to arise from Consultant's negligent performance of professional services, lndemnitees shall have no liability to Consultant or any other person for, and Consultant shall indemnify and hold harmless lndemnitees from and against, any and all Claims that lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise to the extent occurring as a result of Consultant's negligent performance of any professional services under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees, committed in performing any of professional services under this Agreement. For Claims alleged to arise from Consultant's professional services, Consultant's defense obligation to lndemnitees shall include only the reimbursement of reasonable defense costs and attorneys' fees to the extent caused by Consultant's negligence. 69 of 91 November 17, 2020, Item #13(c) The foregoing obligations of Consultant shall not apply to the extent that the Claims arise from the sole negligence or willful misconduct of City or its elected and appointed boards, officials, officers, agents, employees and volunteers. (d) In any and all Claims against City by any employees of the Consultant, anyone directly or indirectly employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 15 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant under worker's compensation acts, disability benefit acts or other employee benefit acts. (e) Consultant shall, upon receipt of written notice of any Claim, promptly take all action necessary to make a claim under any applicable insurance policy or policies Consultant is carrying and maintaining; however, if Consultant fails to take such action as is necessary to make a claim under any such insurance policy, Consultant shall reimburse City for any and all costs, charges, expenses, damages and liabilities incurred by City in making any claim on behalf of Consultant under any insurance policy or policies required pursuant to this Agreement. (f) The obligations described in Section 15(a) through (e) above shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person indemnified pursuant to this Section 15. (g) The rights and obligations of the parties described in this Section 15 shall survive the termination of this Agreement. 16. Assumption of Risk. Except for injuries to persons caused by the willful misconduct of any lndemnitee and not covered by insurance maintained, or required by this Agreement to be maintained, by Consultant: (a) Consultant hereby assumes the risk of any and all injury and damage to the personnel (including death) and property of Consultant that occurs in the course of, or in connection with, the performance of Consultant's obligations under this Agreement, including but not limited to Consultant's Scope of Services; and (b) it is hereby agreed that the lndemnitees are not to be liable for injury or damage which may be sustained by the person, goods or property of Consultant or its employees in connection with Consultant's performance its obligations under this Agreement, including but not limited to Consultant's Scope of Services. 17. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 18. Personnel. Consultant shall assign qualified and certified personnel to perform requested services. The City shall have the right to review and disapprove personnel for assignment to Poway projects. City shall have the unrestricted right to order the removal of any person(s) assigned by Consultant by giving oral or written notice to Consultant to such effect. 70 of 91 November 17, 2020, Item #13Consultant's personnel shall at all times comply with City's drug and alcohol policies then in effect. 19. Notices. Notices shall be given as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 20. Governing Law, Forum Selection and Attorneys' Fees. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Each party to this Agreement consents to personal jurisdiction in San Diego County, California, and hereby authorizes and accepts service of process sufficient for personal jurisdiction by first class mail, registered or certified, postage prepaid, to its address for giving notice as set forth in Exhibit "A" hereto. Any action to enforce or interpret the terms or conditions of this Agreement shall be brought in the Superior Court in San Diego County, Central Division, unless the parties mutually agree to submit their dispute to arbitration. Consultant hereby waives any right to remove any such action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394. The prevailing party in any such action or proceeding shall be entitled to recover all of its reasonable litigation expenses, including its expert fees, attorneys' fees, courts costs, arbitration costs, and any other fees. Notwithstanding the foregoing, in the event that the subject of such an action is compensation claimed by Consultant in the event of termination, Consultant's damages shall be limited to compensation for the 60-day period for which Consultant would have been entitled to receive compensation if terminated without cause, and neither party shall be entitled to recover their litigation expenses. 21. Gender. Whether referred to in the masculine, feminine, or as "it," "Consultant" shall mean the individual or corporate consultant and any and all employees of consultant providing services hereunder. 22. Counterparts. This Agreement (and any amendments) may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents delivered by telephonic facsimile transmission shall be valid and binding. 23. Entire Agreement. This Agreement shall constitute the entire understanding between Consultant and City relating to the terms and conditions of the services to be performed by Consultant. No agreements, representations or promises made by either party, whether oral or in writing, shall be of any force or effect unless it is in writing and executed by the party to be bound thereby. 24. Certification and Indemnification Regarding Public Employees' Retirement Law/Pension Reform Act of 2013. Contractor hereby certifies that all persons providing services to City by Contractor are not current members of the California Public Employees' Retirement System (CalPERS) and shall not become members of CalPERS while providing services to City. 71 of 91 November 17, 2020, Item #13Contractor further provides that in the event Contractor assigns a retired annuitant receiving a pension benefit from CalPERS to perform services for City, the retired annuitant is in full compliance with Government Code section 7522.56. A copy of Government Code section 7522.56 is attached hereto as Exhibit "B." Further, Contractor hereby fully and unconditionally indemnifies City from all penalties, fees, employer and employee contributions, or any other assessments imposed by CalPERS in the event CalPERS determines the person assigned by Contractor to provide services to City has been misclassified. 25. Severability. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect. (Remainder of page intentionally left blank) 72 of 91 November 17, 2020, Item #13IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written. CITY OF POWAY By: __________ _ Chris Hazeltine, City Manager Date: -----------ATTEST: Vaida Pavolas, CMC, City Clerk APPROVED AS TO FORM: By:-------------Alan Fenstermacher, City Attorney 73 of 91 CONSULTANT By:------------James V. Fabian, Principal Date: ___________ _ November 17, 2020, Item #13"SPECIAL PROVISIONS" EXHIBIT "A" A. Scope of Services. ConsuHant agrees to perform consulting services as required by City, which shall consist of the independent municipal advisory services further described in the Scope of Services submitted with the proposal dated October 6, 2020, which is included in this document as Attachment 1, and incorporated by reference, as if its contents were fully set forth herein. Consultant shall provide the necessary qualified personnel to perform the services. B. Compensation and Reimbursement. City shall pay Consultant a fee in accordance with the Fee Proposal submitted with the proposal dated October 6, 2020, which is included in this document as Attachment 2. Total fee is not to exceed $49,500. Consultant's fee shall include and Consultant shall be responsible for the payment of all federal, state, and local taxes of any kind which are attributable to the compensation received. In addition to said consulting fee, Consultant shall be reimbursed for all reasonable expenses, including lodging, telephone, and travel (air, auto, rail) necessarily incurred in performance of the services. Consultant shall bill City for such expenses as incurred, referencing this Agreement. All expenses shall be itemized and supported by receipts for amounts in excess of Twenty-Five Dollars ($25.00). Statements for reimbursement of expenses shall be paid within ten (10) days of approval by City. All air travel shall be billed at coach or special fare rates. Reimbursement for lodging is limited to travel from outside of San Diego County. Consultant shall receive prior authorization for air travel and lodging expenses. All other expenses shall be reimbursed in accordance with City's cash disbursement policies in effect at the time incurred. C. Term of Agreement. This Agreement shall be effective from the period commencing November 17, 2020, and ending November 16, 2021, unless sooner terminated by City as provided in the section of this Agreement entitled "Termination." This Agreement may be extended for up to two additional one-year periods upon approval in writing of the City Manager and Consultant. Upon expiration or termination of this Agreement, Consultant shall return to City any and all equipment, documents or materials and all copies made thereof which Consultant received from City or produced for City for the purposes of this Agreement. D. Consultant's Insurance. 1 . Coverages: Consultant shall obtain and maintain during the life of this Agreement all of the following insurance coverages: (a) Comprehensive General Liability, including premises-operations, products/completed, broad form property damage, and blanket contractual liability with the following coverages: General Liability $1,000,000 Bodily Injury and Property Damage combined each occurrence and $2,000,000 aggregate. 74 of 91 November 17, 2020, Item #13(b) Automobile Liability. including owned, hired, and non-owned vehicles: $1,000,000 combined single limit. (c) Consultant shall obtain and maintain, during the life of the Agreement, a policy of Professional Errors and Omissions Liability Insurance with policy limits of not less than $1,000,000 combined single limits, per claim and annual aggregate. (d) Workers' Compensation insurance in statutory amount. All of the endorsements which are required above shall be obtained for the policy of Workers' Compensation insurance. 2. Endorsements: Endorsements shall be obtained so that each policy contains the following three provisions: (a) Additional Insured. (Not required for Professional Errors and Omissions Liability Insurance or Workers' Compensation.) "City of Poway and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice. "Said policy shall not terminate, nor shall it be canceled, until thirty (30) days after written notice is given to City." (c) Primary Coverage. "The policy provides primary coverage to City and its elected and appointed boards, officers, agents, and employees. It is not secondary or in any way subordinate to any other insurance or coverage maintained by City." 3. Insurance Certificates: Consultant shall provide City certificates of insurance showing the insurance coverages described in the paragraphs above, in a form and content approved by City, prior to beginning work under this Agreement. E. Notices. All notices, billings and payments hereunder shall be in writing and sent to the following addresses: To City: To Consultant: 75 of 91 City of Poway P.O. Box 789 Poway, CA 9207 4 Fieldman, Rolapp & Associates, Inc. 19900 MacArthur Boulevard, Suite 1100 Irvine, CA 92612 November 17, 2020, Item #13EXHIBIT "B" Cal Gov Code§ 7522.56 Deering's California Codes are current through all 1016 chapters of the 2018 Regular Session and the November 6, 2018 Ballot Measures. Deering's California Codes Annotated> GOVERNMENT CODE> Title 1 General> Division 7 Miscellaneous > Chapter 21 Public Pension and Retirement Plans > Article 4 California Public Employees' Pension Reform Act of 2013 § 7522.56. Provisions applicable to person receiving pension benefit from public retirement system; Section supersedes conflicting provisions (a)This section shall apply to any person who is receiving a pension benefit from a public retirement system and shall supersede any other provision in conflict with this section. (b) A retired person shall not serve, be employed by, or be employed through a contract directly by, a public employer in the same public retirement system from which the retiree receives the benefit without reinstatement from retirement, except as permitted by this section. (c) A person who retires from a public employer may serve without reinstatement from retirement or loss or interruption of benefits provided by the retirement system upon appointment by the appointing power of a public employer either during an emergency to prevent stoppage of public business or because the retired person has skills needed to perform work of limited duration. ( d)Appointments of the person authorized under this section shall not exceed a total for all employers in that public retirement system of 960 hours or other equivalent limit, in a calendar or fiscal year, depending on the administrator of the system. The rate of pay for the employment shall not be less than the minimum, nor exceed the maximum, paid by the employer to other employees performing comparable duties, divided by 173.333 to equal an hourly rate. A retired person whose employment without reinstatement is authorized by this section shall acquire no service credit or retirement rights under this section with respect to the employment unless he or she reinstates from retirement. (e) 76 of 91 (l)Notwithstanding subdivision (c), any retired person shall not be eligible to serve or be employed by a public employer if, during the 12-month period prior to an appointment described in this section, the retired person received any unemployment insurance compensation arising out of prior employment subject to this section with November 17, 2020, Item #13a public employer. A retiree shall certify in writing to the employer upon accepting an offer of employment that he or she is in compliance with this requirement. (2)A retired person who accepts an appointment after receiving unemployment insurance compensation as described in this subdivision shall terminate that employment on the last day of the current pay period and shall not be eligible for reappointment subject to this section for a period of 12 months following the last day of employment. (f)A retired person shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement unless he or she meets one of the following conditions: 77 of 91 (1 )The employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and the appointment has been approved by the governing body of the employer in a public meeting. The appointment may not be placed on a consent calendar. (2) (A)Except as otherwise provided in this paragraph, for state employees, the state employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed state employment position before 180 days have passed and the appointment has been approved by the Department of Human Resources. The department may establish a process to delegate appointing authority to individual state agencies, but shall audit the process to determine if abuses of the system occur. If necessary, the department may assume an agency's appointing authority for retired workers and may charge the department an appropriate amount for administering that authority. (B)For legislative employees, the Senate Committee on Rules or the Assembly Rules Committee certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar. (C)For employees of the California State University, the Trustees of the California State University certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar. (3)The retiree is eligible to participate in the Faculty Early Retirement Program pursuant to a collective bargaining agreement with the California State University that existed prior to January 1, 2013, or has been included in subsequent agreements. ( 4)The retiree is a public safety officer or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter. November 17, 2020, Item #13(g)A retired person who accepted a retirement incentive upon retirement shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement and subdivision (f) shall not apply. (h)This section shall not apply to a person who is retired from the State Teachers' Retirement System, and who is subject to Section 24214, 24214.5 or 26812 of the Education Code. (i)This section shall not apply to (1) a subordinate judicial officer whose position, upon retirement, is converted to a judgeship pursuant to Section 69615, and he or she returns to work in the converted position, and the employer is a trial court, or (2) a retiree of the Judges' Retirement System or the Judges' Retirement System Il who is assigned to serve in a court pursuant to Section 68543.5. History Added Stats 2012 ch 296 § 15 (AB 340), effective January 1, 2013. Amended Stats 2013 ch 528 § 11 (SB 13). effective October 4, 2013 (ch 528 prevails); ch 76 § 75 (AB 383), effective January 1, 2013; Stats 2014 ch 238 § 1 (AB 2476), effective January 1, 2015. Annotations Notes Amendments: Note-Amendments: 2013 Amendment: Substituted (1) "have passed" for "has passed" in the first sentence of subds (f)(l) and (f)(2); (2) "or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter" for "of firefighter" in subd (f)( 4); and (3) "Judges' Retirement System" for "Judges' Retirement System I" in subd (i). 78 of 91 November 17, 2020, Item #13ATTACHMENT 1 Scope of Services A. General Services. The Consultant shall perform all the duties and services described in Section 1 of this Agreement and shall provide such other services as it deems necessary or advisable to accomplish the Project, consistent with the standards and practice of professional financial advisors prevailing at the time such services are rendered to the City. The City may, with the concurrence of Consultant, expand this Agreement to include Additional Services not specifically identified within the terms of this Agreement. Any Additional Services may be described in an addendum to this Exhibit A and are subject to compensation described in Exhibit B to this Agreement. B. Transaction Services. The Consultant shall assume primary responsibility for assisting the City in coordinating the planning and execution of each debt issue relating to the Project. Insofar as the Consultant is providing Services which are rendered only to the City, the overall coordination of the financing shall be such as to minimize the costs of the transaction coincident with maximizing the City's financing flexibility and capital market access. The Consultant's proposed debt issuance Services may include the following: • Develop the Financing Schedule • Monitor the Transaction Process • Review the Official Statement, both preliminary and final • Procure and Coordinate Additional Seivice Providers • Provide Financial Advice to the City Related to Financing Documents • Compute Sizing and Design Structure of the Debt Issue • Plan and Schedule Rating Agency Presentation • Conduct Credit Enhancement Procurement and Evaluation • Conduct Market Analysis and Evaluate Timing of Market Entry • Recommend Award of Debt Issuance • Provide Pre-Closing and Closing Assistance 79 of 91 November 17, 2020, Item #13Specifically, Consultant will: 80 of 91 1. Develop the Financing Timetable. The Consultant shall take the lead role in preparing a schedule and detailed description of the interconnected responsibilities of each team member and update this schedule, with refinements, as necessary, as the work progresses. 2. Monitor the Transaction Process. The Consultant shall have primary responsibility for the successful implementation of the financing strategy and timetable that is adopted for each debt issue relating to the Project. The Consultant shall coordinate (and assist, where appropriate) in the preparation of the legal and disclosure documents and shall monitor the progress of all activities leading to the sale of debt. The Consultant shall prepare the timetables and work schedules necessary to achieve this end in a timely, efficient and cost-effective manner and will coordinate and monitor the activities of all parties engaged in the financing transaction. 3. Review the Official Statement. The Consultant shall review the official statement for each debt issue relating to the Project to insure that the City's official statement is compiled in a manner consistent with industry standards. Consultant does not undertake any responsibility to review disclosure documents on behalf of owners or beneficial owners of bonds or debt which may arise from the Consultant's work hereunder. 4. Procure and Coordinate Additional Service Providers. The Consultant may act as City's representative in procuring the services of financial printers for the official statement and related documents, and for the printing of any securities. In addition, the Consultant may act as the City's representative in procuring the services of trustees, paying agents, fiscal agents, feasibility consultants, redevelopment consultants, or escrow verification agents or other professionals, if the City directs. 5. Provide Financial Advice to the City Relating to Financing Documents. The Consultant shall assist the managing underwriters, bond counsel and/or other legal advisors in the review of the respective financing resolutions, notices and other legal documents. In this regard, the Consultant shall monitor document preparation for a consistent and accurate presentation of the recommended business terms and financing structure of each debt issue relating to the Project, it being specifically understood however that the Consultant's services shall in no manner be construed as the Consultant engaging in the practice of law. 6. Compute Sizing and Design Structure of Debt Issue. The Consultant shall work with the City's staff bond counsel and other professionals of the City to design a financing structure for each debt issue relating to the Project that is November 17, 2020, Item #1381 of 91 consistent with the City's objectives, that coordinates each transaction with outstanding issues and that reflects current conditions in the capital markets. 7. Plan and Schedule Rating Agency Presentation The Consultant shall develop a plan for presenting the financing program to the rating agencies. The Consultant shall schedule rating agency visits, if appropriate; to assure the appropriate and most knowledgeable rating agency personnel are available for the presentation and will develop presentation materials and assist the City officials in preparing for the presentations. 8. Conduct Credit Enhancement Evaluation and Procurement. Upon the City's direction, the Consultant will initiate discussions with bond insurers, letter of credit providers and vendors of other forms of credit enhancements to determine the availability of and cost benefit of securing financing credit support. 9. Conduct Market Analysis and Evaluate Timing of Market Entry. The Consultant shall provide summaries of current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the City's proposed financing. a. Competitive Sales. For all types of competitive sale of debt, the Consultant shall undertake such activities as are generally required for sale of securities by competitive bid including, but not limited to the following: • Review and comment on terms of Notice of Sale Inviting Bids • Provide advice on debt sale scheduling • Provide advice on the use of electronic bidding systems • Contact potential bidders • Coordinate bid opening with the City officials • Verify bids received and make recommendations for acceptance • Provide confirmation of issue sizing, based upon actual bids received, where appropriate • Coordinate closing arrangements with the successful bidder(s) b. Negotiated Sales. In the case of a negotiated sale of debt, the Consultant shall perform an evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the City with the negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross underwriting spread and provide a recommendation on acceptance or rejection of the offer to purchase the November 17, 2020, Item #1382 of 91 debt. This assistance and evaluation will focus on the following areas as determinants of interest cost: • Size of financing • Sources and uses of funds • Terms and maturities of the debt issue • Review of the rating in pricing of the debt issue • Investment of debt issue proceeds • Distribution mix among institutional and retail purchasers • Interest rate, reoffering terms and underwriting discount with comparable issues • Redemption provisions 10. Recommend Award of Debt Issuance. Based upon activities outlined in Task 10 (a) and (b) above, the Consultant will recommend accepting or rejecting offers to purchase the debt issue. If the City elects to award the debt issue, the Consultant will instruct all parties and help facilitate the actions required to formally consummate the award. 11. Provide Pre-Closing and Closing Activities. The Consultant shall assist in arranging for the closing of each financing. The Consultant shall assist counsel in assuming responsibility for such arrangements as they are required, including arranging for or monitoring the progress of bond printing, qualification of issues for book-entry status, signing and final delivery of the securities and settlement of the costs of issuance. November 17, 2020, Item #13ATTACHMENT 2 Compensation and Expenses Part 1 Transaction Based Compensation For Services referenced in Section 1 of this Agreement, including Services performed after the adoption by the City Council, the Consultant will be compensated a fee of $49,500 Payment of compensation earned by Consultant pursuant to this Part 1 shall be contingent on, and payable at the closing of the debt issue(s) undertaken to finance the Project. Part2 Hourly Compensation For Services and Additional Services referenced in Section 1 and Section 2 of this Agreement, including Services performed prior to the adoption by City Council, the Consultant will be compensated at the then current hourly rates. The table below reflects the rates in effect as of the date of execution of this Agreement. Personnel Hourly Rate Executive Officer ........................................................... $365.00 Principal. ........................................................................ $335.00 Senior Vice President ..................................................... $320.00 Vice President ................................................................ $265 .00 Assistant Vice President.. ............................................... $225 .00 Senior Associate ............................................................. $190.00 Associate ....................................................................... $170.00 Analyst .......................................................................... $105 .00 Administrative Assistant .................................................. $80.00 Hourly Compensation will be billed on a monthly basis. 83 of 91 November 17, 2020, Item #13Expenses Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, conference calls, and computer charges. Advances made on behalf of the City for costs of preparing, printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed through to the City upon prior authorization. Additionally, a surcharge of 6% of the compensation amount is added to verifiable out-of-pocket costs for recovery of costs such as telephone, postage, document reproduction and the like. Total out-of-pocket costs will be capped at $3,500. Limiting Terms and Conditions The above compensation is based on completion of work orders within six months of the City's authorization to proceed, and assumes that the City will provide all necessary information in a timely manner. The fee referenced in Part I above, presumes attendance at up to 6 meetings in the City's offices or such other location within a 25-mile radius of the City place of business as the City may designate. Preparation for, and attendance at City Council meetings on any basis other than "by appointment" may be charged at our normal hourly rates referenced in Part 2 above. Abandonment If, once commenced, the services of the Consultant are terminated prior to completion of our final report for any reason, the Consultant will be compensated for professional services and reimbursed for expenses incurred through the time of receive notification of such termination at the standard hourly rates shown above. 84 of 91 November 17, 2020, Item #13BOND COUNSEL AGREEMENT CITY OF POWAY (Water Revenue Bonds, Series 2021) THIS BOND COUNSEL AGREEMENT (this "Agreement") is made as of this _th day of November, 2020, by and between the CITY OF POWAY, a municipal corporation that is organized and existing under the laws of the State of California (the "City") and STRADLING YOCCA CARLSON & RAUTH, a Professional Corporation ("Bond Counsel"). RECITALS A. The City desires to finance certain capital improvements to its water system (the "Project") through the issuance of bonds (the "Bonds") by the Poway Public Financing Authority (the "Authority"). B. The Bonds will be secured by installment payments (the "Installment Payaments") made by the City pursuant to an installment purchase agreement by and between the City and the Authority. C. The Installment Payments will be secured by an pledge and lien on the revenues of the water system. D. Bond Counsel represents that it is ready, willing and able to perform the legal work that is necessary to assist the City in connection with the issuance of the Bonds. AGREEMENT NOW, THEREFORE, in consideration of the premises, and the mutual covenants, terms and conditions herein contained, the parties agree as follows: 1. SCOPE OF SERVICES A. BOND COUNSEL SERVICES The City retains Bond Counsel to provide, and Bond Counsel agrees to provide, legal services in connection with the issuance by the Authority of the Bonds. Such services shall include the rendering of legal opinions (hereinafter called the "opinions") pertaining to the issuance of the Bonds to the effect that: 1. The Bonds have been properly authorized and issued and are valid and binding obligations; 2. The essential sources of security for the Bonds have been legally provided; and 3. Interest on the Bonds is exempt from California personal income taxation and is excluded from gross income for purposes of federal income taxes. 85 of 91 ATTACHMENT F November 17, 2020, Item #13Bond Counsel's services will also include: 1. Researching applicable laws and ordinances relating to the issuance of the Bonds; ii. Attending conferences and consulting with City staff and the City Attorney regarding such laws, and the need for amendments thereto, or additional legislation; 111. Participating in meetings, conferences or discussions with any financial advisors, underwriters or other experts retained by the City with respect to the issuance of Bonds; iv. Supervising and preparing documentation of the steps to be taken with respect to the issuance of Bonds, including: a. Drafting all resolutions, notices, rules and regulations, joint powers agreements and other legal documents required for the issuance of the Bonds, and all other documents relating to the security of the Bonds, in consultation with the City, the City Attorney, the City's financial advisor, underwriter and other experts; b. Preparing the record of proceedings for the authorization, sale and issuance of Bonds; c. Assisting in the preparation of the portions of the official statement or placement memorandum for the sale of Bonds which relate to the terms of the Bonds and Bond Counsel's legal opinion delivered with respect to the Bonds; d. Reviewing the purchase contracts or the bidding documents relating to the sale of Bonds and participating in the related negotiations; e. Participating in meetings and other conferences scheduled by the City, the Authority, the City's financial advisor or the underwriter; f. Consulting with prospective purchasers, their legal counsel and rating agencies; g. Consulting with counsel to the City concerning any legislation or litigation which may affect the Bonds, the security for Bonds or any other matter related to the issuance of Bonds; h. Consulting with any trustee or fiscal agent for the Bonds and their counsel; i. Preparing the forms of the Bonds and superv1smg their production or printing, signing, authentication and delivery; j. Rendering a final approving opinion as to the validity of the Bonds for use and distribution upon their issuance; and 86 of 91 November 17, 2020, Item #13k. Rendering a legal opinion to the underwriter or purchaser of the Bonds as to the applicability of the registration requirements of federal securities laws and the fair and accurate nature of those portions of the Official Statement described in (c) above. B. DISCLOSURE COUNSEL SERVICES In addition to the services set forth in Section A above, Bond Counsel agrees to prepare the Official Statement for the Bonds and render a negative assurance letter for purposes of Rule l0b-5 to the purchase of the Bonds. C. SPECIAL SERVICES "Special Services" are defined for purposes of this Agreement as services in addition to the services outlined in Sections A and B above. Special Services will include, but not be limited to, any work after a bond closing related to the amendment of bond documents or agreements and special studies or analyses. Special Services must be authorized in writing by the Director of Finance, or his designee. 2. COMPENSATION The City agrees to pay Bond Counsel, but only from the sources of funds specified below, the following amounts as compensation for services rendered by Bond Counsel under this Agreement: A. For the services rendered under Sections l.A and l.B above, Bond Counsel will be paid a fee of $75,000, which will be payable only from Bond proceeds. The fees referenced in this Section 2.A assume that the Bonds will be issued within two years from the date of this Agreement. In the event that the Bonds are not issued within that time, Bond Counsel reserves the right to make such modifications to the foregoing fees as the City and Bond Counsel agree, as justified by reason of increased cost to Bond Counsel and the then prevailing fees for disclosure counsel and bond counsel services for bonds such as the Bonds. B. In the event that Bond Counsel is requested to perform Special Services as set forth in Section 1.C above, Bond Counsel will be paid fees at the hourly rates set forth in Exhibit A, or in such other manner as is mutually acceptable to the City and Bond Counsel. Such fees will be billed monthly and shall be payable exclusively from funds of the City within thirty (30) days following the receipt of each invoice. C. In addition to the fees set forth in paragraphs A and B above, Bond Counsel shall be reimbursed for the actual cost of any out-of-pocket expenses reasonably incurred by Bond Counsel in the course of its employment, such as document reproduction, telecommunications charges, printing costs, filing fees, long-distance telephone calls, messenger services, overnight delivery services, travel and similar items of expense. Expenses related to the services described in Section l.C above will be billed monthly. All expenses incurred in connection with services rendered under Sections I .A and 1.B above will be billed upon the issuance of the Bonds. 87 of 91 November 17, 2020, Item #133. PERSONNEL AND CONTRACT ADMINISTRATION City agrees to accept and Bond Counsel agrees to provide the aforementioned services primarily through Brian P. Forbath, Carol L. Lew and Cyrus Torabi. If any one of the above attorneys is unable to provide such services due to death, disability or similar event, Bond Counsel reserves the right to substitute another of its attorneys, upon approval by the Director of Finance, or his designee, to provide such services; and such substitution shall not alter or affect in any way Bond Counsel's or the City's other obligations under this Agreement. This Agreement will be administered by the Director of Finance, or his designee. 4. CONFLICTS OF INTEREST Bond Counsel represents many of the underwriting firms active in the issuance of bonds for community facilities districts and other municipal financings. The City hereby provides its informed written consent to Bond Counsel's representation of such underwriting firms on matters unrelated to the Bonds. 5. TERMINATION A. This Agreement may be terminated without cause by the City or Bond Counsel upon thirty (30) days' advance written notice to the other party. Such notification shall state the effective date of the termination of this Agreement. B. Bond Counsel reserves the absolute right to withdraw from representing the City if, among other things, the City fails to honor the terms of this Agreement, the City fails to cooperate fully or follow Bond Counsel's advice on a material matter, or any fact or circumstance occurs that would, in Bond Counsel's view, render its continuing representation unlawful or unethical. If Bond Counsel elects to withdraw, the City will take all steps necessary to free Bond Counsel of any obligation to perform further services, including the execution of any documents necessary to complete such withdrawal, and Bond Counsel will be entitled to be paid at the time of withdrawal for all services rendered and costs and expenses paid or incurred on the City's behalf in accordance with the payment terms set forth in Section 2 above. If necessary in connection with litigation, Bond Counsel would request leave of court to withdraw. C. Bond Counsel's representation of the City will be considered terminated upon the earlier of: (i) the City's termination of its representation; (ii) Bond Counsel's withdrawal from its representation of the City; or (iii) the substantial completion by Bond Counsel of its substantive work for the City. Unless Bond Counsel has been specifically engaged to perform Special Services related to the Bonds after their execution and delivery, Bond Counsel's representation of City with respect to the Bonds shall terminate on the date of issuance of the last series of Bonds. 6. ARBITRATION IN THE EVENT OF A DISPUTE REGARDING FEES, COSTS, OR ANY OTHER MATTER ARISING OUT OF OR RELATED IN ANY WAY WHATSOEVER TO BOND COUNSEL'S RELATIONSHIP WITH THE CITY, OR BOND COUNSEL'S OR THE CITY'S PERFORMANCE OF THIS AGREEMENT, INCLUDING THE QUALITY OF THE SERVICES WHICH BOND COUNSEL RENDERS, THE DISPUTE SHALL BE DETERMINED, SETTLED 88 of 91 November 17, 2020, Item #13AND RESOLVED BY CONFIDENTIAL ARBITRATION IN THE COUNTY OF SAN DIEGO, CALIFORNIA. ANY AW ARD SHALL BE FINAL, BINDING AND CONCLUSIVE UPON THE PAR TIES, AND A JUDGMENT RENDERED THEREON MAY BE ENTERED IN ANY COURT HA YING JURISDICTION THEREOF. SHOULD YOU ELECT TO HA VE ANY FEE DISPUTE ARBITRATED PURSUANT TO NONBINDING ARBITRATION UNDER STATUTORY OR CASE LAW, THEN SUCH NONBINDING ARBITRATION SHALL DETERMINE ONLY THE ISSUE OF THE AMOUNT OF FEES PROPERLY CHARGEABLE TO YOU. ANY OTHER CLAIMS OR DISPUTES BETWEEN US, INCLUDING CLAIMS FOR PROFESSIONAL NEGLIGENCE, SHALL REMAIN SUBJECT TO BINDING ARBITRATION PURSUANT TO THIS AGREEMENT. Arbitration may be demanded by the sending of written notice to the other party. If arbitration is demanded, within 20 days of the demand the City shall present a list of five qualified individuals who would be willing to serve that the City would find acceptable to act as arbitrator. To serve as arbitrator, the individual must be a retired judge having served on any federal court or the California Superior Court or higher court in the State of California. Within 20 days of receiving the City's list, Bond Counsel may at its sole discretion: (i) select any individual from that list and that individual shall serve as the arbitrator; or (ii) propose its own list of five individuals for arbitrator. If Bond Counsel chooses to present a separate list, the City may within 20 days select any individual from that list and that person shall serve as arbitrator. If no arbitrator can be agreed upon at the end of this process, the City and Bond Counsel each shall select one individual from its own list and those two persons shall jointly select the arbitrator. The arbitration shall be conducted pursuant to the procedures set forth in the California Code of Civil Procedure § 1280 et seq., and in that connection you and we agree that § 1283.05 thereof is applicable to any such arbitration. Nothing herein shall limit the right of the parties to stipulate and agree to conduct the arbitration pursuant to the then-current rules of the American Arbitration Association, the Judicial Arbitration & Mediation Services, or any other agreed-upon arbitration services provider. Notwithstanding any of the foregoing, the City shall be entitled to opt out of the arbitration provisions contained in this Section. 7. MISCELLANEOUS A. Bond Counsel and the employees of Bond Counsel, in performance of the Agreement, shall act in an independent capacity and not as officers or agents of the City. B. Without the written consent of the City, this Agreement is not assignable by Bond Counsel in whole or in part. C. No alteration or variation of the terms of this Agreement shall be valid unless in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 89 of 91 November 17, 2020, Item #13D. In accordance with the requirements of California Business and Professions Code § 6148, Bond Counsel advises you that Bond Counsel maintains professional errors and omissions insurance coverage applicable to the services to be rendered to the City. 90 of 91 CITY OF POWAY: City Manager STRADLING YOCCA CARLSON & RAUTH By: BRIAN FORBATH Title: President November 17, 2020, Item #1391 of 91 Brian Forbath/Carol Lew Cyrus Torabi Associates Paralegals EXHIBIT A $600/Hour $500/Hour $325/Hour $150/Hour