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HomeMy WebLinkAbout16 - Approval of PSA for 2023 Wastewater and Water Rate StudyQ �EwPpRT CITY OF s NEWPORT BEACH `q44:09 City Council Staff Report November 29, 2022 Agenda Item No. 16 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Mark Vukojevic, Utilities Director - 949-644-3011, mvukojevic@newportbeachca.gov PREPARED BY: Mark Vukojevic, Utilities Director - 949-644-3011, mvukojevic@newportbeachca.gov PHONE: 949-644-3011 TITLE: Approval of Professional Services Agreement with Black & Veatch Management Consulting, LLC for 2023 Wastewater and Water Rate Study ABSTRACT: The Utilities Department requests City Council approval to enter into a Professional Services Agreement with Black & Veatch Management Consulting, LLC for the purpose of conducting comprehensive wastewater and water rate studies. The City of Newport Beach's previous wastewater and water rate studies were last completed in 2017 and 2019 respectively. New studies are required for the evaluation of future rate adjustments and staff recommends that both studies be conducted simultaneously. RECOMMENDATION: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; b) Approve the Professional Services Agreement for the 2023 Wastewater and Water Rate Study with Black and Veatch Management Consulting, LLC for $120,000; and c) Authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: The City of Newport Beach (City) last completed wastewater and water rate studies in 2017 and 2019 respectively. Both studies analyzed the enterprise funds and created five-year financial plans. At that time, rate increases had not been in effect for many years and the studies effectuated rate increases so both enterprise operations could continue to financially sustain themselves. 16-1 Approval of Professional Services Agreement with for 2023 Wastewater and Water Rate Study November 29, 2022 Page 2 The 2017 Wastewater Study culminated with a five-year rate increase to adequately fund wastewater (sewer) operations, capital improvements and to provide funding to meet reserve policies. The last rate increase was a two -percent increase in January 2022, well below actual inflationary costs. A study and anticipated rate increase are recommended by staff as the Wastewater Enterprise Fund reserve balances are below minimum target levels and are trending negative due to inflationary pressures. City Council authorized an additional budget funding allocation in this current fiscal year to conduct this study. Staff recently developed and issued a Request for Proposal (RFP23-09) with a defined scope of services to perform a comprehensive wastewater rate study and invited qualified firms to submit their proposals. Key deliverables of this study will include: a Long Range Financial Plan, a Cost of Service Analysis, the Evaluation and Design of a Proposed Rate Structure, an Administrative Record/Report, a Proposition 218 Notice, and a Public Hearing. The City received five proposals. They were evaluated for qualifications, experience and the proposer's project approach by a panel representing the Utilities, Public Works and Finance Departments. The scoring for the proposals is as follows: Proposer: Total Score: Rank: Black & Veatch 96 1 HF&F Consultants 91 2 Rafetlis 89 3 Baker Tilly 86 4 NewGen Strategies 85 5 The top three firms were interviewed by the evaluation committee. Black & Veatch earned the highest scores, was the strongest competitor, and has a great deal of experience in rate studies, financial analyses, and compliance with state law. Its proposed approach was efficient, clear and flexible to allow input. Based on these findings, staff selected Black & Veatch, and the City's Purchasing Agent and Utilities Department staff evaluated the sealed cost proposal. Utilities staff then began to evaluate the idea of performing a water rate study simultaneously with the wastewater study (the 2019 Water Rate Study covers the period between 2020 and 2024). Although performing the water rate study now is early, several benefits emerged. Most important was having public and community conversations on wastewater and water jointly as opposed to wastewater one year and then water the following year. Simultaneous studies also provide efficiencies and economy of scale. Lastly, the current inflationary environment has significantly raised the costs of operations and capital improvements for both systems and therefore both funds need further analysis. 16-2 Approval of Professional Services Agreement with for 2023 Wastewater and Water Rate Study November 29, 2022 Page 3 Wastewater and water rate studies are provided by all the companies that proposed. In fact, all proposers listed wastewater and water rate studies as examples of their experience. With the expectation that no structural billing changes (i.e. tiered water rates) are expected of the wastewater or water rates, staff was comfortable asking Black & Veatch for an expanded scope to perform a simultaneous water rate study. The project approach and the project team remain the same as with other proposers. Staff then re -interviewed and negotiated with Black & Veatch to finalize the proposal and estimated costs. The Utilities Department recommends that the professional services agreement for the 2023 Wastewater and Water Rate Study be awarded to Black & Veatch Management Consultants, LLC, with a total contract amount of $120,000. The scope of work includes all the necessary tasks to perform both studies, an estimate regarding the number of anticipated meetings, and a contingency. Although the studies and communications would be performed simultaneously, each study would stand on its own as an independent study of each respective enterprise fund. After City Council contract approval, a preliminary rate study report will be prepared within six months. Public outreach and review by the Finance Committee are also planned. The Utilities Department anticipates bringing the final rate studies for City Council review and approval in summer 2023. Should the findings and recommendations of the wastewater and water rate study result in any proposed rate adjustments, the Utilities Department would request City Council approval to initiate a final notification process compliant with Proposition 218. FISCAL IMPACT: The adopted budget includes sufficient funding for this service. It will be expensed proportionately to the Utilities Department as a professional service within the Wastewater and Water Enterprise Funds, accounts 7119061-811008 and 7019052-811008 respectively. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENT: Attachment A — Professional Services Agreement 16-3 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT WITH BLACK & VEATCH MANAGEMENT CONSULTING, LLC FOR CITY SEWER RATE AND WATER RATE STUDIES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 1st day of December, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and BLACK & VEATCH MANAGEMENT CONSULTING, LLC, a Kansas Limited Liability Company ("Consultant"), whose address is 11401 Lamar Avenue, Overland Park, KS 66211, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to conduct the City's 2023 Sewer and Water Rate Studies ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2024, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to 16-4 completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred One Thousand Two Hundred Forty -Four Dollars and 00/100 ($101,244.00). Additionally, the City has allocated a contingency amount of Eighteen Thousand Seven Hundred Fifty -Six Dollars and 00/100 ($18,756) for unexpected costs or Extra Work for a total not to exceed amount of One Hundred Twenty Thousand Dollars and 00/100 ($120,000.00). No portion of the contingency shall be expended without prior written authorization by City's Project Administrator. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. Black & Veatch Management Consulting, LLC Page 2 16-5 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. In the event City requires Extra Work, the Consultant shall provide City's Project Administrator with advance written notice of the applicable Billing Rates to complete the Extra Work for City to provide Consultant with written authorization to perform the Extra Work. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Ann Bui to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Utilities Department. City's Utilities Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical Black & Veatch Management Consulting, LLC Page 3 16-6 personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Black & Veatch Management Consulting, LLC Page 4 16-7 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any Black & Veatch Management Consulting, LLC Page 5 of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. Black & Veatch Management Consulting, LLC Page 6 16-9 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. Black & Veatch Management Consulting, LLC Page 7 16-10 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et sea., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Utilities Director Utilities Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Ann Bui Black & Veatch Management Consulting, LLC 11401 Lamar Avenue Overland Park, KS 66211 Black & Veatch Management Consulting, LLC Page 8 16-11 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach Black & Veatch Management Consulting, LLC Page 9 16-12 of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Black & Veatch Management Consulting, LLC Page 10 16-13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 11 �I7zd ��- By;4 Aaron C. Harp City Attorney ATTEST: Date: Leilani 1. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Kevin Muldoon Mayor CONSULTANT: Black & Veatch Management Consulting, LLC, a Kansas Limited Liability Company Date: By: Chris J. Klausner Associate Vice President Date: By: Kimberly Demel Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Black & Veatch Management Consulting, LLC Page 11 16-14 EXHIBIT A SCOPE OF SERVICES Black & Veatch Management Consulting, LLC Page A-1 16-15 Proposer's Background Black & Veatch Holding Company is a leading global engineering, construction, and consulting company specializing in energy, water, and telecommunications infrastructure development. Our Mission sets the bar high - Building a World of Difference'. We live up to this ideal by delivering reliable and advanced infrastructure solutions to our clients' most complex challenges, helping to improve and sustain the quality of life around the world. Founded in 1915, Black & Veatch is an employee -owned company based in Overland Park, Kansas, that has over 9,000 professionals operating out of more than 120 offices worldwide. Through this network of collaboratively connected offices, we serve our clients and commit ourselves to professional excellence and innovation. As evidenced by our latest rankings in Engineering News Record (ENR), Black & Veatch serves as an industry leader. In 2022, we were ranked No. 1 in Solar Power design, No. tin Power, andhold Top 10 spots for Telecommunications and Environment categories such as Sanitary and Storm Sewers, Water Supply, Water Treatment, andSewerandWaste. We're also leaders in more than 15 other categories. Our professionals earn this recognition by understanding our clients' business needs and objectives. We have the financial and technical resources to execute projects expertly. Furthermore, we value long-lasting relationships and believe that rapport enables superior customer service and support. Black & Veatch Management Consulting, LLC Black & Veatch Management Consulting, LLC is a wholly owned subsidiary of Black & Veatch Holding Company that brings together more than 200 professionals. These professionals include experienced industry executives, senior analysts, and technology experts from the electric, water, oil, natural gas, and technology industries. This experience —combined with seamless access to the company's world -class engineering, procurement, construction and operations capabilities, experienced senior executives, economists, senior policy experts and regulatory officials, engineers, and internationally respected subject -matter experts —makes Black & Veatch especially qualified to realize the goals of our clients. Black & Veatch's diverse consulting service offerings span financial, process, and technology solutions. Our experienced professionals possess cross - functional skills, including asset management, cost of service/rate design, business process/workflow analysis, and implementation services. The following is a summary of the wide range of services Black & Veatch Management Consulting professionals offer. PROPRIETARY AND CONFIDENTIAL INFORMATION FOUN02 1N ^^�� �� � u0 FfCoS 3.3B 2021 RE' "NIUE WORLD-WIDE - PROJECTS oiv dWCONTINENTS 1 KFcoRDa ece O INCIDENT RATE 08 LOST TI M E INCIDENTR,4V', �O_ 1 RV iOlI BLACK & VEATCH I PROPOSER'S BACKGROUND 16-16 Advanced Metering Infrastructure (AMI) AM Program Management AMi and Smart Grid Analytics Customer Information and Management Customer Information System Customer Program and Experience Management Billing/Customer Service Operations Transformation Roadmap Rate Case Management and Support Services FERC Regulatory Support Performance -Based & Infrastructure Ratemaking Alternative Regulation services Financial Planning, Cost of Service, and Bond Feasibility Studies Stormwater Utility Development and Implementation Support Business Operations Reviews Asset Life Cycle Risk Management Asset Performance Management Asset Investment Planning Distribution Asset & Device Management Asset Data Management & Analytics Enterprise Asset Management Geographical Information System Mobility Distributed Infrastructure Bankability Studies & Digital Advisory Decarbonization Strategic Planning Integrated Resource Planning Clean Power Procurement Transmission Strategy and Planning LNG and Other Fuels Strategic Planning Hydrogen Fuels strategic Planning Transport Electrification Strategic Planning Grid Mod, DER Integration Strategic Planning Program Management (PMO) Operational Technologies Electric and Gas OT Transformation EMSIADMSIDERMS/ DRMSISCADA Business Integration Pipeline Management and Gas Control Grid Modernization Strategy and Roadmap Digital Twin Advisory Support Independent Engineering I Technical Due Diligence Restructuring Advisory Support Construction and Operations Monitoring Project Development and Valuations Electricity and Fuel Price Forecasting Our people are the most important part of our organization. Our cohesive Team will perform under the Project Manager's leadership, who will be responsive, diligent, and available to serve the City effectively during this study. Based on our experience in providing financial planning services and management consulting services, we've selected a team specifically for this project that includes the following critical attributes: ■ Exceptional Project Management and Thought Leadership to address the City's rate study objectives and provide pragmatic data -driven rate recommendations. ■ Synergistic Team that has Delivered Similar Projects working together. Our Project Team will be led by Alberto Morales, the Project Manager, and supported by Ms. Ann Bui, the Project Director. They are based in Southern California and have the knowledge and skillset to execute rate studies Under Proposition 218 requirements. They maintain a strong track record of working together and cohesively leading project teams to successfully deliver project results on schedule and budget. Together, they have supported over 100 municipalities in building long-term financial resilience plans and policies, defensible cost of service analysis, and alternate rate structures while balancing customer equity and affordabiiity considerations. The project team is identified in the organizational chart. Our team is excited to assist the City with this study and is strongly committed to working collaboratively with the City. Black & Veatch has been solely focused on utility ratemaking for over 80 years. We will bring national perspectives on new cost -of -service approaches, financial best practices, and couple it with recent project experience in Southern California. Our team will leverage lessons learned in the post-SJC rate - making era so that we can help the City avoid common rate -setting pitfalls. PROPRIETARY AND CONFIDENTIAL INFORMATION BV CC BLACK & VEATCH I QUALIFICATIONS AND EXPERIENCE OF PROPOSER'S PER501"INEL 3 16-18 Key Personnel The following section briefly describes each key team member's experience, expertise, and role in this study. Complete resumes are available in the Proposed Personnel section. ALROLE: Ann will serve as the Project Director on this study to provide the technical guidance and leadership, work with the City to achieve the objectives, and ensure the quality of the analysis and deliverables. Location: Black & Veatch Los Angeles and Irvine offices HIGHLIGHTS Ann is a Managing Director with Black & Veatch's Global Advisory business. She has over 30 years of experience with clients over four continents gained through more than 450 engagements, providing financial and business planning services for public and private utilities. Besides providing clients with strategic financial management strategies, her responsibilities include driving growth and innovation to utilities in financial and advisory planning, climate solutions, resiliency and sustainability issues, and asset integrity. An editor and contributing author of leading American Water Works Association (AWWA) and Water Environment Federation (WEF) guidance manuaEs, she will also bring her national experience in helping utilities set financial reserve policies to the City's project. She is the editor of AWWA's Financial Management for Water Utilities: Principles of Finance, Accounting, and Management Controls and co-author of AWWA's Utility Cash Reserves. in ROLE: Alberto wiJ serve as the Project Manager on this project with the responsibility of managing the day-to-day execution and operations, leading the execution of all aspects of the project, and achieving the agreed upon milestones and deliverables. Location: Black &Veatch Los Angeles office PROPRIETARY AND CONFIDENTIAL INFORMATION SV COM BLACK & VEATCH I QUALIFICATIONS AND EXPERIENCE OF PROPOSER'S PERSONNEL 4 16-19 Alberto Morales provides over 20 years of extensive water, wastewater, and recycled water ratemaking and consulting experience for various public and special district agencies throughout California and across the nation. He provides practical, proven, and cost-effective solutions when assisting agencies in developing their operating and capital financing plans. In addition, his utility knowledge covers a wide range of utility management and operating issues, including financial planning, cost of service and rate analysis, capital financing, capital prioritizing, business case analysis, and technical due diligence. Alberto has supported and led public outreach efforts for all his clients. He has developed and communicated to staff and outside stakeholders about the purpose and value of developing long-term financial plans and performing a cost -of -service analysis. In addition, he is well versed in Proposition 218 requirements affecting ail California municipal agencies. ROLE: Rich will serve as a Technical Advisor on the cast -of -service analysis portion of the project by providing insight on wastewater system operations. Location: Black & Veatch Irvine office HIGHLIGH Rich has almost 40 years of broad experience in water and wastewater engineering with expertise in treatment, planning, design, and construction. He also has experience in process engineering, environmental chemistry, odor control, and project management. Rich is very familiar with wastewater operations in Orange County. He has been serving OC San since 1987 and has recently spent 8 years on -site as construction coordinator for P1-102 and the GWRS Initial Expansion. He has also assisted Irvine Ranch Water District for over 10 years on their biosolids and energy recovery facility. Key Support Staff The Project Team will be supported by a deep bench of experts in the subject areas critical to executing the City's study. Specifically, we will use a team of financial analysts and engineers as junior staff in the analysis. PROPRIETARY AND CONFIDENTIAL INFORMATION BV C 0 N 1 BLACK & VEATCH € QUALIFICATIONS AND EXPERIENCE OF PROPOSER'S PERSONNEL 16-20 Project Approach PROJECT UNDERSTANDING Like many utilities, the City of Newport Beach (City) is facing the challenge of balancing the needs of operating and maintaining the water and wastewater systems while improving its infrastructure to deliver reliable and affordable services to its customers in a fiscally responsible manner. Located adjacent to the Pacific Ocean, the City has a service area of approximately 52.9 square miles at the southern end of Orange County. The City provides water services to its residents through a complex network of 302 miles of water mains, 202-million-gallon (MG) storage capacity, 17 pump stations, 42 pressure reducing stations, and 12 interconnections. In addition, the City provides wastewater services to its residents through a complex network of gravity and forced sewer mains, lift stations, and sewer laterals. In 2019, the City amended its water rates because it was operating at annual structural deficit, increase in capital improvements expenditures dues to updated 2019 Water Master Plan, and increase water supply costs associated with groundwater and purchasing. The last approved rate increase of the 2019 water rate study is January 1, 2024. In 2022-23, the City has budgeted an increase in operating costs of about $170k and a 5-year $21.7 million in capital projects between FY 2023 to FY 2028. In 2018, the City amended its sewer rates because of increased operating costs and to actively replace aging infrastructure. The last approved rate increase of the 2018 sewer rate study was January 1, 2022. The approved increases accounted for an additional $1.5 million of revenue by FY 2022. In 2022-23, the City has budgeted an increase in operating costs of about $1 million and a 5-year $4.7 million in capital projects between FY 2023 to FY 2028. The City wishes to obtain a qualified consultant to conduct a Rate Study to determine if the current rates are appropriate and to assist the City. PROJECT METHODOLOGY AND EXECUTION HIGHLIGHTS Multi -Faceted Integrated and Rigorous Methodology In alignment with the study's objectives, Black & Veatch has defined a rigorous and integrated work structure, as illustrated in Figure 1. PROPRIETARY AND CONFIDENTIAL €NFORIVIATION BV COP.1 BLACK & VE.ATCH � PROjECT APPROACH 6 16-21 Financial Planning Cost of Service Analysis Rate Design Project Allocate Revenues Review Costs Review Develop Unit Devetop Scenario Pro4orma Costs COS Rates Planning project _ Units of g Revenue —� Service Requirements , Proposed Planning Listrihute Rates llocated Develop sts Based ------------------ -----•----- Capital 9s Rev n Service Implmentation djustmentsuirements Support Haw much money is needed? From whom should the How should the services he priced? money be collected? eeneflts to You Benefits to you Benefits to you An optimized Financial Plan that An equitatle and defensible A schedule of proposed rates that allows you to understand the approach to allocation casts are defensible, appropriately impacts of Operating and Capital amongstall customer groups recovers costs and easy to Requirements on Existing Rates. served by you, understand by stakeholders. FIGURE 11N i EGr7a i ED METHODOLOGY The key components of our methodology consist of the following: ■ Financial Planning. Rates and charges should generate adequate revenues to meet the operating and capital costs and provide financial stability. The analysis will be conducted and modeled to provide for scenario "what -if" assessment, considering different assumptions related to growth, revenue, and expenses. • Cost of Service. The analysis will evaluate the existing utility and the relative load placed on the system by the different customer classes to allocate costs based on services received fairly. The cost -of -service analysis will be based on industry standards and methodologies prescribed by the American Water Works Association (AWWA) Manual MI and the Water Environment Federation's (WEF) Manual of Practice 27 (MoP 27). Our approach combines engineering design considerations with operational realities to support defensible cost allocations. • Rate Design. Rates do more than just recover costs. Within the legal Proposition 218 framework and industry standards, properly designed rates should support the City's objectives, such as revenue stability. Slack & Veatch will help develop rates and charges that are defensible and industry standard. The City will benefit from our national experience with large, complex water and wastewater utilities and knowledge of creating and implementing different rate designs. SCOPE OF SERVICES Task 1. Financial Plan Black & Veatch will develop a five- and ten-year financial plan for the City's water and wastewater enterprises. Specific subtasks include: Development of Revenues The development of revenues will be based on examining historical customer billings, financial reports, and current operating budgets. Customer, Usage, and Flow Projections The City will provide accounts by meter size and consumption for a historical five-year planning period. We will analyze historical and projected growth trends, climatological patterns, the potential for adding/losing major utility customers, and changes in customer class usage patterns. Revenue Projections The existing revenue from rates will be determined by applying the current rates to projected accounts and consumption. Revenue determined from this analysis will form the basis to assess revenues under existing rates PROPRIETARY AND CONFIDENTIAL INFORMATION r i_C o BLACK & VEATCH I PROJECTAPPROACH 7 16-22 for all customer classes over the period. The revenue projections are based on FY 2022 rates (the City implements increases on January I" of each year). Miscellaneous Revenue The revenues generated from other sources such as interest earnings and other miscellaneous revenues will be incorporated and projected for the planning period. These revenue sources are important for determining the net level of future revenues that need to be generated from rates. Development of Revenue Requirements The development of revenue requirements will be based an examining historical financial reports, current operating budgets, proposed capital improvement programs, and long-term debt. Project Operation and Maintenance Expense Projections of O&M expenses will be developed to facilitate analysis and cost allocations. O&M expenses will be projected based on a review of historical financial records and trends and available budget estimates of future O&M costs. Projections will recognize estimated increases in the number of accounts and consumption served as well as the potential effects of continued inflation in costs levels for power, regulatory requirements, and other O&M categories, the addition of new system facilities, any anticipated changes in operation and staffing, and other factors which may influence future expense levels. Capital Improvement Program Financing Plan Financing plans for each utility's planned major capital projects will be developed based on the schedule and costs in the Capital Improvement Program (CIP). The recommended CIP financing strategy will be based on consideration of available funding, loans, revenue bonds, and pay-as-you-go financing, Depending upon the magnitude of the CIP, additional debt financing may be indicated during the study period to augment funds generated by utility rates and other funding sources. Debt Service Expense 792+wxoa5 .r:c_e ,o co.o �csr :�:cr„ a_n„Mxi P., y..r Dasseus d�2, to :825 ;ol.l O.:f} „125 'Uil] LII15 :NO _t'35 2U�J Projections of principal and interest payments on outstanding debt obligations and any projected future bonds or state revolving fund loans for major capital improvements will be developed for the forecast study period. The debt service on future bonds will reflect, as appropriate, the number of bond proceeds required for construction, issuance costs, and compliance with any reserve requirements of the authorizing resolution. Reserve Funding Existing reserve fund requirements and ba€antes will be reviewed for adequacy. Applicable bond ordinance requirements, if any, will be reviewed along with any relevant utility policies. Based on a review of reserve funding requirements, industry standards, and state regulations, adequate reserve levels will be recommended. PROPRIETARY AND CONFIDENTIAL INFORMATION B'v CONI BLACK & VEATCH I PROJECT APPROAC.- 16-23 Cash Flow Analysis Black & Veatch will prepare cash flow analyses summarizing the above projections of revenues and revenue requirements to determine the adequacy of revenues under existing rate levels to meet operating and capital needs for the five and ten-year study period Forecasted revenue will include revenue under existing rates for water and wastewater service, funds generated from other operating income, and interest income. Revenue requirements will include operation and maintenance expenses, routine capital expenditures, the revenue financed portion Of major OPERATING FUND capital improvements, and any applicable debt service costs or other anticipated obligations, as applicable. Adjustments will be made to allow any required revenue increases to meet revenue requirements over the period and to minimize the impact of rate increases on the City's customers to the extent possible. Utilizing the scenario builder in our rate models, we will work with the City to prepare cash flow scenarios reflecting changes in different assumptions such as customer consumption, operating expenses, capital costs, and capital funding options. Each scenario will evaluate the ability of each system to fund revenue requirements under the current rates and the level of future revenue adjustments needed to meet obligations, including reserve requirements. Task 2. Cost of Service Analysis Black & Veatch will assign and allocate the revenue requirements to the different functional components using AWWA and WEF principles. Specific subtasks include: Annual Cost of Service For the test year for which rates are to be designed, the cost of service to be met from rates and charges will be determined from the revenue requirements identified in Task 1. The cost -of -service estimates will then serve as the basis for developing cost of service rate schedules for the test year. The net revenue requirements to be derived from rates for the test year will be developed on a cash requirements basis. Units of5ervice Develop an estimate of the units of service associated with each cost causative element for water and wastewater utility service. The units of service will be estimated based on the service characteristics defined for each customer classification. Units of service will be developed recognizing the accounts and consumption analysis, available data, and engineering judgment about customer class service requirements. The service characteristics for each customer class will be developed to match each system's functional cost causative elements. PROPRIETARY AND CONFIDENTIAL INFORMATION av COM BLACK & VEATCH I PROJECT APPROACF- 16-24 Functional Cost Allocations The test year costs of service will be allocated to the water and wastewater functional cost components. The typical functional cost classifications include source of supply, pumping, treatment, transmission & distribution, meters & services, and customer for water and collection and lift stations for wastewater. Cost Causative Allocations The cost of service for the test year will be allocated to the various cost causative components specific to the water and wastewater services provided. The cost causative allocations will recognize base, extra -capacity, customer and fire protection for water and volume, capacity, and customer costs for wastewater. Allocation of Costs to Customer Classes The cost allocation process will use unit costs of service applicable to all system users and class units of service to determine proportional responsibility for total system costs allocable to each customer class. The relative responsibility of each customer class will be determined based on the estimated service requirements for each class utilizing the overall cash test year revenue requirements. Determination of Revenue Adequacy Black & Veatch will compare class revenues under existing rates with the allocated class costs of service to determine the level of cost recovery by class and in total and demonstrate any needed adjustments to align class revenues and allocated costs. Task 3. Rate Design Black & Veatch will consider the policies, pricing objectives, and practical limitations associated with designing water and wastewater rates for the City when developing rate schedules. This task aims to develop fair and equitable rates that are simple and easy to understand for existing customers. The key activities include the following: ■ Based on the analysis completed herein, we will affirm the reasonable nexus between the cost incurred in providing the service and the rates and charges developed to price the service. ■ Assess the applicability of the existing water and wastewater rates from a policy and operating perspective to meet established rate -setting objectives. Upon completing the cost -of -service analysis in Task 2, Black & Veatch will work with City staff to develop rates that meet the goals and objectives identified. Specific subtasks include: Wa ter Ra to Structures Black & Veatch will examine existing and alternative water rate structure. Black & Veatch will update the existing water rates which are currently based on a monthly meter charge by meter size and uniform consumption charge. The existing water rates also include a fixed monthly meter charge for private fire protection and a fixed monthly meter charge and consumption charge for recycled water customers. For an alternative, Black & Veatch will provide a summary of different rate structures available for water. The summary will provide a high-level description of different rate structures. Upon a review of the alternatives, Black & Veatch will work with the City to incorporate into the study an alternative water rate structure if desired. PROPRIETARY AND CONFIDENTIAL INFORMATION 5%, C01"! BLACK & VEATCH I PROJECT APPP.OACH 10 16-25 Exemption: Water budget -based rates is not considered an alternative in this scope of services due to data intense nature. Alternatives don't necessary require a change in structure but can be an addition to such as pass -through charges for water purchases costs or drought surcharges for state -imposed water conservation. Wastewa ter Ra to Structures Black & Veatch will examine the existing and an alternative wastewater rate structure. Black & Veatch will update the existing wastewater rates which are currently based on a monthly meter charge by meter size and uniform consumption charge. It isn't expected that the wastewater rate structure will change, but Black & Veatch can assist the City with setting up a new surcharge if desired. The surcharge can be tied to state -mandated water conservation in a similar fashion as for the water utility. Compare Typical Bills Black & Veatch will perform typical bill comparisons for residential and non-residential customers to show the potential impact of the recommended water and wastewater rates for the test year. Ben chmarking Analysis Black & Veatch will obtain water and wastewater rates for five (5) neighboring agencies and calculate typical bills to show how both the existing and proposed rates for the City compare to other local municipalities. Task 4. Deliverable., Black & Veatch will provide the following deliverables to the City: Reports Black & Veatch will prepare draft comprehensive rate study reports. The reports will serve as administrative record. The draft reports will document the findings and make recommendations for City water and wastewater rates. The report will include at minimum the following sections: ■ Executive Summary ■ Financial Plan ■ Cost of Service Analysis ■ Rate Design Black & Veatch will prepare final comprehensive rate study reports. The report will include all the sections in the draft report and address any comments received from City staff and City Council. Black & Veatch will deliver twenty-five copies along with an electronic PDF copy of the draft and final reports. Black & Veatch will prepare a draft and final Proposition 218 public notice for the City. An electronic PDF copy of the public noticed will be delivered to the City. Meetings Black & Veatch will participate in the following meetings: ■ One (1) one -hour kick-off meeting with City staff to review goals and objectives and establish responsibilities, schedules, and milestones. PROPRIETARY AND CONFIDENTIAL INFORMATION By C011V1 BLACK & VEATCH I PROJECT APPROACH 16-26 ■ Ten (10) two-hour progress meetings with City staff to discuss progress, key issues and preliminary results. During these meetings, project schedule will be updated should there be a need. It is assumed that 5 meetings will be held virtually using Microsoft Teams or a similar platform and 5 in -person. ■ Ten (10) in person public meetings, including public workshops, to present study results and rate schedules considered for adoption. Ra to Model Black & Veatch's approach to developing financial and rate models is based on customizing our base model for the City's unique characteristics, customers, the flow of funds, billing data, and financial planning goals and objectives through proven calculation methodologies and industry principles. The models will contain the following features: • Visually intuitive user interface and icon -based navigation throughout and between modules ■ Logical organization of information and data flow based on the required analyses ■ A consistent layout on each tab ■ Centralized data inputs and assumptions ■ Specifically tailored and designed to recognize the City's unique needs, characteristics, and information base, including matching the City's budgetary and accounting structures. ■ Conduct "what -if" analyses reflecting the impact of changes in significant system variables such as revised budgeted revenues and expenditures, changes in capital improvement program schedules, and policy decisions. Incorporation of user-friendly features, including fully automated preprogrammed print and navigation menus, customized icons for specific model functions, and other features. Dashboard: A dashboard system that allows users to create scenarios for financial planning and rate revenue increases. .A a' - A.. Mw. fin.. rb [,..uz. B C a i f H CITY OF SANTA CLAIM f{ mr i.ti im m an >m rm rw a¢ir mr w�.rMn.n. M13I ' ¢rcr trs! oow oms ¢m ¢xa oma .py :3) 131 4 f1s!!m 1 ♦Wme s im 1 vP..va f � f ,.trs� s Um 1 .:..4�w�•..MM., l :W.,R 5 1i.nt® 1 � m ! _. tm f ,a .� !n.w.m s sm 4iovffioo t [NI VIATrR L ILITY - OPERATING FUND I� E61 ". wvn 1,f n 'i .0 t 111i xd i u, td .sea A irn„ 1C1^J QG'!^ i Ib9 .m o.0 >.u,d... ...� .rn �.,,..m,... _...... r�n•s �nms.. �.,n ra ro ■ a E i PROPRIETARY AND CONFIDENTIAL INFORMATION 6V `),,J BLACK & VEATCH � PROJECT APPROACH 12 16-27 Quality Assurance/Quality Control Procedures NE ARE FIRMLY C-DVItiIiTTED QUALITY \NORK THAT CREATE •y A:.. - = N, -1 17S STAKE Hn' Black & Veatch maintains strict internal quality control procedures on all engagements. These procedures ensure that study tasks are properly executed. Our process incorporates "lessons learned" from the hundreds of water and wastewater utility rate studies we have completed nationwide. Key features of our project management and quality control approach include: ■ Define all roles and responsibilities and the procedures for project communications among the Black & Veatch team and the City staff. ■ Establish requirements for the format, delivery, and approval of the study report and presentation materials. ■ Align team member expertise and skills with specific task needs detailed in the scope of work. ■ Adopt consistent QA/QC protocols to complete all deliverables, affirm the quality of deliverables to assure client satisfaction, and monitor all facets of all engagements under this contract. ■ Engage in cohesive and coordinated task execution and consistent collaboration with the City staff involved in this rate study. ■ Maintain an "Issues Log" to effectively document key issues, alternatives considered, and decisions to have a well -documented assumption and decision map. PROPRIETARY AND CONFIDENTIAL INFORMATION IB&V's established processes are built on our 100yearsofqualitymanagement refinement. "ROJECT PLAN QUALITY PLANNING QUALITY w CONTROL * U IFinancial Plan z Project Workflow Model < Verified Assumptions ry, D Q _J Q a ICost of Service Engineering -Based Cost Alloca- tions Rate Design • Data -Driven Nexus Between Cost and Price • Proposition 218Compliant IRate Model Fully Tested • Completely Documented CONTINUOUS IMPROVEMENTS rV,) Client Communication Internal Audit • Lessons Learned BV.corv! BLACK & VEATCH 1 18 16-28 Schedule and Schedule Control SCHEDULE Based on the Scope of Services, Black & Veatch prepared the following high-level preliminary schedule based on receiving a written Notice to Proceed on or after November 2022. The schedule assumes that the City will seek to implement its first rate adjustment on July 1, 2023. Should the City decide to delay implementation to January 1, 2024, the schedule will be amended. Should the schedule be extended for a January 1, 2024 implementation, it is anticipated that the period between the completion of the analysis and the adoption of rates will be used for public outreach associated with the 10 public meetings. Again, this high-level schedule assumes timely receipt of requested data, a 2-week turn -around on materials submitted for review, and access to City staff, City Council, and other stakeholders for meetings. The schedule will be updated in more detail upon award and discussion with City staff regarding timing. TASK DESCRIPTION NOV DEC JAN FEB NIAR ... JUN Task L Financial Alan Task 2: Cost of Service Analysis Task 3: Rate Design Task4: Deliverables- ,2 Yz .z �2 xz =g M2 NTP/KT[k-0Ff Meeting Progress Meeting Dra It Report 7 Community/City Council Meeting . Final Report LYiIMIabill Molto] ► V ; • Black & Veatch has never missed a target implementation date regarding adopting rates for our California clients. We succeed in this area because we work collaboratively with you to understand your needs and incorporate slack into the project schedule as needed. During our kickoff meeting, we will review the schedule with the City. Special consideration will be given to understanding such administrative matters as (1) how many committees will review the proposed rates, (2) how many readings and the timing of such readings for rate adaptation, and (3) City Council dark periods. These matters will dictate when the completion date of the study and the scheduling of the public meetings. Black & Veatch will share the project schedule with the City so that all parties are aware of milestone dates. The schedule above is indicative of how we believe the project will unfold. The timely receipt of data does impact the project schedule. We will include a progress update concerning meeting milestones as part of our monthly reporting. PROPRIETARY AND CONFIDENTIAL INFORMATION 13V col", BLACK & VEATCH i 24 16-29 Reserve Policy Review (Optional Task) Task S. Reserve Policy Review Black & Veatch will assist the City in reviewing the reserve policies in place for the Sewer Enterprise Fund and recommend changes if needed. Reserves are established for several reasons: covering shortfalls in operating revenues, maintaining strong bond ratings, covering day-to-day operating costs, and easing the burden on ratepayers associated with large rate increases. Typically, sewer utilities will maintain some of the following four reserves: Operating Reserve represents working capital maintained by the Operating Fund to cover day-to-day expenses and maintain enough funds to cover accounts receivables if there are supplier issues, periods of lower -than -expected sewer sales, or unforeseen cost increases. Construction Reserve represents funds used for unforeseen and unbudgeted capital costs. Emergency Reserve represents funds used for unforeseen and unbudgeted capital costs. Rate Stabilization Reserve represents funds used to absorb revenue shortfall due to short-term decreases in sewer sales, especially when revenues depend on flow. This reserve stabilizes sewer rate revenue and is an effort to avoid wide swings in rates charged to customers over time. Appropriate reserve levels help sewer utilities liquidity, provide operational flexibility, and demonstrate fiscal responsibility to the rating agencies, allowing the City to access lower -cast funds. PROPRIETARY AND CONFIDENTIAL INFORMATION o'd C 0 iV l BLACK & VEATCH I 25 16-30 EXHIBIT B SCHEDULE OF BILLING RATES Black & Veatch Management Consulting, LLC Page B-1 16-31 me- _ ` ^ ILI" 4W IW COST PROPOSAL FOR NEWPORI HEALM Professional Consulting Services: 2022 Sewer Rate Study 6A Cost Proposal Based on the scope of services, Black & Veatch proposes to perform the work on a time -and -materials basis for a not -to -exceed amount of $101,244 inclusive of anticipated direct expenses. Direct expenses include but are not limited to mileage, car rental, hotels, meals, and reproduction costs. Table 1 below provides a detailed breakdown of the hours and cost by task. TABLE 1 PROJECT COSTS TASK • • Team Member •• • ' Bui 1Y106-d1hp-AGER Ten Bosch • Morales ANALYST Staff TOTAL COST Hourly Billing Rate $305 $280 $270 $180 Sewer Rate Study Task 1: Financial Plan 2 8 36 80 $26,570 Task 2: Cost of Service Analysis 2 0 12 24 $8,050 Task 3: Rate Design 0 0 8 26 $6,710 Task 4: Deliverables 4 0 40 27 $16,745 Total Hours 8 8 96 157 $58,075 Direct Expenses (@5%) $2,904 Total Fee $60,979 Task 5: Reserve Policy Review (Optional) 1 0 6 3 $2,450 Water Rate Study Task 1: Financial Plan 2 4 18 60 $17,090 Task 2: Cost of Service Analysis 2 0 12 24 $8,050 Task 3: Rate Design 0 0 14 32 $9,380 Task 4: Deliverables 2 0 8 17 $5,745 Total Hours I 6 4 52 133 $40,265 Direct Expenses (@5%) $0 Total Fee TotalGrand $40,265 Key Assumptions: In developing the cost proposal, it is important to understand that with regards to meetings, Black & Veatch anticipates: ■ Ten (10) two-hour progress meetings with staff and public meetings. The proposal assumes 5 virtual meetings using Microsoft Team or similar platform and five (5) in -person. Based on our experience, staff meetings can best be handled virtually as these tend to be for progress updates and minor discussions. The other five (5) meetings will be in -person and reserved for meetings with City Committees, City Council or public meetings. If the City wishes for 5 virtual meetings to become in -person, please add an additional $250 per meeting. PROPRIETARY AND CONFIDENTIAL INFORMATION BV.CONI BLACK & VEATCH I COST PROP:-- . . 16-33 R Ten (10) in -person public meetings including public workshops to present finding and assist in Prop 218 public hearings. These meetings are separate from the previous 10 meetings. ADDITIONAL SERVICES Upon request and authorization by the City via an addendum to the agreement, any other related services not identified in scope of services will be billed on an hourly basis according to the hourly rates schedule in Table 2. Direct expenses are charged at direct out-of-pocket costs. Payment terms are net 30. TABLE 2 StLLING RATES "The rates shown on Table 2 for additional services are fixed through June 30, 2023 and are subject to increase after July 1, 2023 to reflect annual salary increases. PROPRIETARY AND CONFIDENTIAL INFORMATION 5J C0%1 L:i ? H ! L _ j- PR-DIOSAL 2 16-34 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Black & Veatch Management Consulting, LLC Page C-1 16-35 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least Black & Veatch Management Consulting, LLC Page C-2 16-36 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20380413. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self - Black & Veatch Management Consulting, LLC Page C-3 16-37 insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Black & Veatch Management Consulting, LLC Page C-4 16-38