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Item 13 - Approval of Amendment; Kennedy Jenks Const. for Prog. Mgmt Svc RFQ 20-001 Fieldman Rollap & Straddling Yocca Contracts
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, ! 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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 .. 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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