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Staff Report 7024
City of Palo Alto (ID # 7024) City Council Staff Report Report Type: Consent Calendar Meeting Date: 12/12/2016 City of Palo Alto Page 1 Summary Title: Approve Recycled Water Strategic Plan and Agreement with SCVWD Title: Approval of: 1) A Professional Services Agreement With RMC Water and Environment for Development of a Recycled Water Strategic Plan in a Total Amount Not-to-Exceed $2,000,000; and 2) A Cost Sharing Agreement With the Santa Clara Valley Water District Under Which the District Will Fund 90 Percent of Strategic Plan Consultant Costs; and 3) An Amendment to the Fiscal Year 2017 Budget Appropriation for the Wastewater Treatment Fund From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1)Approve and authorize the City Manager or his designee to execute the attached contract with RMC Water and Environment (RMC)(Attachment A) in the amount not to exceed $2,000,000 for the RWQCP Recycled Water Strategic Plan;and 2)Approve the attached cost sharing agreement with the Santa Clara Valley Water District (Attachment B)under which the District will fund 90% (not to exceed $1,800,000) of the cost of a consultant for the development of a RWQCP Recycled Water Strategic Plan. 3)Amend Fiscal Year 2017 budget appropriation for the Wastewater Treatment Fund by: a.Increasing the recycled water operations appropriation in the amount of $1,100,000; and b.Increasing the revenue estimate from the Santa Clara Valley Water District by 1,100,000. City of Palo Alto Page 2 Executive Summary The City of Palo Alto (Palo Alto or City)operates the Regional Water Quality Control Plant (RWQCP) for six partner agencies and currently supplies tertiary- treated recycled water to several City-owned parks and facilities, truck-fill standpipes, Caltrans, and the City of Mountain View’s North of Bayshore distribution system.The City is collaborating with the Santa Clara Valley Water District (Water District) to expand the regional use of recycled water as an alternative local water supply. The proposed contract with RMC Water and Environment will result in a Strategic Plan to update the 1992 Recycled Water Master Plan and include recommendations for expansion opportunities given projected demands, an evaluation of recycled water used for indirect potable reuse within Palo Alto, as well as a business plan and preliminary design for the Phase III Recycled Water Pipeline Expansion through South Palo Alto and Stanford Research Park. The Water District will reimburse 90 percent of the cost for the new consultant contract and provide review, feedback and technical support to the City as it manages the consultant’s work. Background RWQCP produces high quality recycled water (a drought-proof, locally controlled, non-potable supply)in excess of current demand;therefore staff is working to expand demand and the distribution system. Recycled water helps reduce Palo Alto’s reliance on imported water supplies. The City certified an Environmental Impact Report on September 28, 2015 to expand recycled water through South Palo Alto and Stanford Research Park (CMR# 5962). This proposed expansion project is Phase III of the 1992 Recycled Water Master Plan. Additionally, the Water District is seeking alternative water supplies from local wastewater treatment plants. There are three wastewater treatment plants that discharge into San Francisco Bay within Santa Clara County,including,San Jose/Santa Clara Regional Wastewater Facility, City of Sunnyvale, and RWQCP. The Water District already has partner agreements with the City of San Jose and the City of Sunnyvale. Recently the Water District approved a partner agreement with the City of Palo Alto to fund eighty percent of the Advanced Water Purification System Feasibility Study that was approved by Council May 16, 2016 (CMR# 6458). Council received an update on recycled water planning efforts and groundwater studies in partnership with the Santa Clara Valley Water District on April 11, 2016 (CMR# 6700). City of Palo Alto Page 3 Discussion Staff is working to promote and expand the use of recycled water as an alternative, locally available water supply for the region. As such, staff requires a consultant to conduct numerous evaluations to be compiled into a Strategic Plan for the entire RWQCP Recycled Water Program. The Strategic Plan has the following main components: ·Task 2.0 Recycled Water Phase III Expansion Project which includes business plan and preliminary design for the Phase III recycled water pipeline expansion through South Palo Alto to Stanford Park; ·Task 3.0 Northwest County Indirect Potable Reuse Feasibility Study which includes feasibility evaluation of utilizing RWQCP’s recycled water for indirect potable reuse, including a baseline study of Palo Alto’s groundwater and groundwater use assessment; ·Task 4.0 Recycled Water Strategic Plan which includes strategic plan for expansion of the Recycled Water Program throughout the region including updated demand projections and potential customer identification; ·Task 5.0 Funding Identification and Assistance which includes assistance in external funding applications for recycled water projects; ·Task 6.0 Regulatory Support and Regional Coordination which includes assistance with coordinating with regulatory agencies; and ·Task 7.0 Public Outreach which includes assistance with public outreach efforts on current recycled water projects and evaluations. The City released the Request for Proposals (RFP) for the RWQCP Recycled Water Strategic Plan in March 2016 and received 2 proposals. Summary of Bid Process Bid Name/Number RWQCP Recycled Water Strategic Plan Proposed End Date of Project July 31, 2020 Number of Prospective Bidders on PlanetBids 41 Total Days to Respond to Bid 51 City of Palo Alto Page 4 Date of Pre-Bid Meeting April 12, 2016 Number of Bids Received:2 Bid Price Range $2,911,310 to $4,221,448 An evaluation committee consisting of staff from RWQCP and Santa Clara Valley Water District reviewed the proposals. Two firms were invited to participate in oral interviews on June 2, 2016. The proposals were judged on the following criteria: o Quality and completeness of the proposal o Customer service and experience o Financial stability o Quality control/quality assurance o Innovative/creative approach to system design and communication skills o Compliance with regulatory requirements o Cost to the City RMC Water and Environment was selected as the preferred consultant team due to their demonstrated strong technical knowledge and ability to meet program budget needs. Staff negotiated with RMC Water and Environment and mutually agreed upon core tasks and optional tasks costs not to exceed $2 million dollars. Timeline Immediately upon execution of the contract, RMC Water and Environment will begin work on the project and collecting information. All tasks under the Strategic Plan will be completed by July 31, 2020 including the following deliverables ·Task 2. Phase III Recycled Water Expansion Business Plan, Preliminary Design, and Secured Funding Effort Report; ·Task 3. Indirect Potable Reuse Screening Evaluation; ·Task 3. Northwest Santa Clara County Indirect Potable Reuse Feasibility Study Report; ·Task 3. Conceptual Groundwater Model; ·Task 3. Groundwater Use Assessment Report; City of Palo Alto Page 5 ·Task 4. Recycled Water Strategic Plan Report; ·Task 5. Funding Identification & Application Tracking Sheet; ·Task 6. Regulatory Support and Regional Coordination; and ·Task 7. Public Outreach Tracking Sheet. Resource Impact The multi-year contract with RMC Water and Environment will be in the amount not to exceed $2,000,000 and includes $660,886 for optional tasks listed in the scope of work,which may or may not be conducted based on the results of the core tasks and will be completed if directed by the City’s project manager in concurrance with the District. Reimbursement funding for up to $1.8 million will be provided via the cost sharing agreement with the Santa Clara Valley Water Distict. The first year of the contract is estimated to cost $1.3 million, so a budget amendment is necessary to amend Fiscal Year 2017 budget appropriation for the Wastewater Treatment Fund, increasing the recycled water operations appropriation in the amount of $1,100,000 with a matching increase to estimated revenue from other agencies in the amount of $1,100,000, based on the funding agreement with the Santa Clara Water District.The remaining cost of $200,000 is already budgeted in source control programs in the Wastewater Treatment Fund and will be moved to recycled water operations after Council approval of the contract through a budget change request.Appropriation of the remaining $700,000 for this contract and the associated revenue will be evaluated and recommended to Council as part of subsequent annual budget processes, beginning with the Fiscal Year 2018 Budget. Policy Implications Continuing the exploration of expanding recycled water is consistent with Council policy. The Recycled Water Program is consistent with Council-adopted Water Integrated Resource Plan Guideline 3: “Actively participate in development of cost effective regional recycled water plans.” The project is consistent with Council direction to reduce imported water supplies and limit or reduce diversions from the Tuolomne River. Council’s Sustainability Policy supports the development of recycled water, specifically in the policy’s statement to “reduce resource use and pollution in a City of Palo Alto Page 6 cost-effective manner while striving to protect and enhance the quality of the air, water, land and other natural resources.” The City’s Comprehensive Plan contains Natural Environment Goal N-4: Water resources are prudently managed to sustain plant and animal life, support urban activities and protect public health and safety. Specifically, Program N-26 addresses the use of recycled water: implement incentives for the use of drought- tolerant landscaping and recycled water for landscape irrigation. Environmental Review Council’s approval of the professional services agreement with RMC and cost sharing agreement with the District does not require CEQA review under Public Recouces Code Sections 21065 and 21080(b)(8), and CEQA Guidelines Section 15378(b)(5), because these actions are not projects; they are administrative governmental activities which will not cause a direct or indirect physical change in the environment. An Environmental Impact Report for Phase III of the Recycled Water Pipeline Project was approved in September 2015. Future environmental review as an addendum to the Environmental Impact Report for Phase III of the Recycled Water Pipeline Project will be required if the pipeline is constructed. Next Steps Upon completion of the business plan (Task #2.0), staff will develop recommendations for proceeding with construction of the Phase III Recycled Water Pipeline Expansion to South Palo Alto and Stanford Research Park in addition to the best locations and methods for expansion elsewhere in the region. The recommendations will be forwarded to Council for action following stakeholder involvement. Attachments: ·Attachment A: 6053868 AGREEMENT RMC Contract C17163525 Recycled Water Plan- Final (PDF) ·Attachment B: DRAFT 6053857 AGREEMENT Recycled Water Strategic Plan Cost Share FINAL Not signed 11-15-16 (DOCX) CITY OF PALO ALTO CONTRACT NO. C17163525 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND RMC WATER AND ENVIRONMENT FOR PROFESSIONAL SERVICES This Agreement is entered into on this 5th day of December, 2016, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and RMC WATER AND ENVIRONMENT, a California corporation, located at 100 West San Fernando, Suite 320, San Jose, CA 95113 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to conduct the Northwest County Recycled Water Strategic Plan (“Project”) and desires to engage a consultant to provide professional services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2020 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Attachment A Professional Services Rev. April 27, 2016 2 not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), including both payment for professional services and reimbursable expenses, shall not exceed two million dollars ($2,000,000). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 3 such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. Cost estimates and construction schedule estimates are based on CONSULTANT’s opinion based on experience and judgment. CONSULTANT cannot and does not guarantee that proposals, bids or actual Project construction costs and/or schedules will not vary from cost estimates and construction schedule estimates prepared by CONSULTANT. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: TODD GROUNDWATER, Located at 2490 Mariner Square Loop, Suite 215, Alameda, CA 94501 RHAA, Located at 225 Miller Avenue, Mill Valley, CA 94941 JDH CORROSION CONSULTANTS, INC., Located at 1100 Willow Pass Court, Concord, CA 94520 MARK THOMAS & COMPANY, INC., Located at 20833 Stevens Creek Blvd #104, Cupertino, CA 95014 GEI CONSULTANTS, Located at 180 Grand Ave #1410, Oakland, CA 94612 DCM CONSULTING, INC., Located at P.O. Box 225, Lafayette, CA 94549 CAL ENGINEERING & GEOLOGY, Located at 6455 Aldmaden Expwy Suite 100, San Jose, CA 95120 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 4 subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Randy Raines as the Project Manger to have supervisory responsibility for the performance, progress, and execution of the Services and Sarah Rhodes as the project’s Deputy Project Manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Samantha Engelage, Public Works Department, Environmental Compliance Division, 2501 Embarcadero Way, Palo Alto, CA 94303, Telephone: (650) 329- 2123, email: Samantha.Engelage@CityofPaloAlto.org. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time and such designation shall be made in writing to CONSULTANT. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT may retain copies of all its work products for completion of its files, CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work in this Agreement. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 5 employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 6 Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. Prior to giving notice of termination or suspension for cause, City will provide CONSULTANT two weeks to remedy the cause to the City’s satisfaction. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 7 To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 8 invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 9 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 10 CONTRACT No. C17163525 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager (Contract over $85k) Purchasing Manager (Contract over $25k) Contracts Administrator (Contract under $25k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) Contracts Administrator (Checklist Approval) RMC WATER AND ENVIRONMENT Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: HOURLY RATE SCHEDULE EXHIBIT “D”: INSURANCE REQUIREMENTS DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Sr. Program Manager Randy Raines President Alyson Watson Professional Services Rev. April 27, 2016 11 EXHIBIT “A” SCOPE OF SERVICES The City of Palo Alto (Palo Alto or City) currently supplies tertiary-treated recycled water to several City-owned parks and facilities, Caltrans, a commercial fill truck standpipe at the City of Palo Alto Regional Water Quality Control Plant (RWQCP), and the City of Mountain View. Part of the project under consideration entails business plan development and preliminary design of a pipeline that would expand the use of tertiary recycled water to large landscape areas and potential dual plumbing systems in South Palo Alto including the Stanford Research Park. The Palo Alto City Council (Council) certified the Program Environmental Impact Report (EIR) on September 28, 2015. http://www.cityofpaloalto.org/civicax/filebank/documents/49079 The City, as lead, in collaboration with the Santa Clara Valley Water District (District) now seeks a CONSULTANT to conduct numerous recycled water preliminary planning studies as well as to usher Phase III of the recycled water system expansion through financial planning, preliminary design and funding, culminating in a Recycled Water Strategic Plan. GENERAL The CONSULTANT shall act as the project manager for Phase III of the recycled water delivery system, an expansion to the Stanford Research Park. The CONSULTANT shall also support the City and District’s efforts to produce a Recycled Water Strategic Plan. The project requires the CONSULTANT to have a breadth of knowledge and experience to provide various services as described below. The CONSULTANT team should have experience in grant-writing for state and federal funds and possess a full spectrum of engineering and financial planning expertise. The CONSULTANT must be knowledgeable of laws and regulations related to recycled water and water rate-making including California Proposition 218. The CONSULTANT shall put together a flexible team with flexible time allocation to accommodate the needs of the project. The CONSULTANT’s project manager will report to Samantha Engelage, City of Palo Alto Engineer. The CONSULTANT is not expected to navigate the projects through City processes, but is expected to provide all needed support documents. The CONSULTANT team shall keep its work properly organized at all times. As much as possible, records shall be in electronic format compatible with the RWQCP’s software. Records of work will be available to the RWQCP and District at all times, and the City will have ownership rights of all records and documents. The CONSULTANT will not share City and District documents or information with anyone outside of the organizations, except the CONSULTANT program team, without the City and District’s written approvals. Any preliminary design performed by CONSULTANT under this Agreement will be the property of the City and District and they have the right to allow the design engineer to use the preliminary design documents to complete the final design. TASK DESCRIPTIONS Task 1.0 Project Coordination & Administration CONSULTANT shall provide management of all task activities under this Agreement, including project team assignments; meeting preparation and attendance; maintenance DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 12 and monitoring of the budget and schedule; quality assurance and quality control of all deliverables; and coordination of all sub-consultants. Consultant shall develop a work flow diagram with key decision points noted. CONSULTANT shall make Task 2.0 a priority for completion and meet the following deadlines: o Task 2.3 and 2.4 to be completed no later than 6 months from approval of Task 2.1 o Research and identification of near-term funding sources as defined under Task 2.5 shall be completed within 3 months from completion of Task 2.1 o Task 3.1 completed no later than 3 months from issuance of the Notice to Proceed o Task 3 subtasks (optional tasks excluded) completed no later than 18 months from issuance of Notice to Proceed. o Task 3 optional subtasks completed no later than 9 months of written authorization to proceed from the City and District o All other tasks shall be completed by December 31, 2020. CONSULTANT shall set deadlines for funding, permitting, and preliminary design. CONSULTANT shall attend and coordinate routine update meetings with the City, District, and other stakeholders to occur no less than quarterly throughout the project. CONSULTANT shall develop and maintain a comprehensive overall project budget tracking system for the project. Task 1.1 Project Coordination & Administration Deliverables CONSULTANT shall produce a master schedule for the project including phasing of work, critical paths, and milestones. CONSULTANT shall provide the City and District with summary minutes and supplemental materials used during the update meetings no later than five (5) working days from the update meeting. CONSULTANT shall provide progress, schedule, and budget updates to City and District staff on a monthly basis and as requested by the City and District. Task 1.2 Optional Tasks CONSULTANT shall conduct the Optional tasks only at City and District discretion and upon written notification by the City. Optional Task 1.2 Stakeholder Meetings o A Stakeholder meeting shall be held at 80 and 95 percent project completion. o CONSULTANT shall present project progress results to stakeholders at 80 and 95 percent project completion. CONSULTANT shall incorporate feedback provided by the City, District, and other stakeholders at the progress presentations. Stakeholders include, but are not limited to, residents, nongovernmental organizations, the RWQCP partner agencies, and the San Francisco Bay Regional Water Quality Control Board. Task 2.0 Recycled Water Phase III Expansion Project Task 2.1: Phase III Expansion Work Plan Prior to conducting any work on this task, CONSULTANT shall produce a draft work DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 13 plan detailing the proposed course of action to meet the task requirements for City and District approval. CONSULTANT shall present the work plan to the City and District during a meeting to be held within ten (10) working days of draft submittal. The City and District will provide comments within fourteen (14) working days of draft submittal. CONSULTANT shall provide revised work plan to the City and District within five (5) working days of receiving comments. City and District will approve/disapprove of the revised work plan within five (5) working days of receiving the finalized work plan and CONSULTANT shall then commence work on the tasks or commence work on a revised work plan that addresses the reasons for the City and/or District’s disapproval, as applicable. Task 2.2: Phase III Expansion Project Coordination and Planning CONSULTANT shall produce a master schedule for Task 2.0 including the phasing of work, critical paths, and milestones specific to the Phase III Expansion Project. CONSULTANT shall set deadlines for business plan, design, permitting, and securing outside funding specific to the Phase III Expansion Project. CONSULTANT shall develop and maintain a comprehensive overall task budget tracking system specific to the Phase III Expansion Project. CONSULTANT shall provide progress, schedule, and budget updates to City and District staff on a monthly basis, for the duration of Task 2.0 and no later than 6 months from the issuance of the Notice to Proceed. Task 2.3 Phase III Expansion Business Plan Development CONSULTANT shall produce a 20-year annual recycled water demand projection for the project area (refer to other attachment for Phase III Background & Map) taking into account potential changes in landscaping, land use, new dual-piped buildings coming online, groundwater recharge, indirect potable reuse, direct potable reuse, and other future potential changes in demand with the possibility of advanced treatment options. CONSULTANT shall perform risk assessment of the Phase III Expansion cost- effectiveness taking into account all the potential changes in demand, the potential changes in current water source costs and availability, as well as several scenarios for secured external funding. CONSULTANT shall identify and calculate a value for other potential uses for the pipeline if the risk assessment finds that there is a nontrivial possibility that the Phase III Expansion could prove not cost-effective in the future. o In coordination with Task 3.3, CONSULTANT shall include in Task 2.3 a high- level, feasibility evaluation of utilizing the Phase III expansion for IPR/DPR within Palo Alto and focused on Palo Alto utilization. As part of this, CONSULTANT shall include a high-level feasibility evaluation of the routing of a dedicated IPR pipeline in Palo Alto that would benefit potential future groundwater production in Palo Alto. In addition, CONSULTANT shall evaluate the potential challenges of siting a DPR treatment plant at the RWQCP site including but not limited to: space requirements for additional treatment steps and minimum likely storage requirements for DPR-treated water before entering the drinking water distribution system. CONSULTANT shall integrate the factors of the risk assessment to develop cost-based DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 14 recycled water rates and fees given several scenarios and subject to Proposition 218 requirements. CONSULTANT shall integrate the factors of the risk assessment to provide a business plan for the Phase III Pipeline Expansion. Task 2.4 Phase III Expansion Preliminary Design CONSULTANT shall produce a preliminary (15 percent) engineering design that will focus on defining concepts for trenchless crossings and pump station development with the City identifying up to two alternative supply pump station and booster pump station sites and two Zone 2 sites for evaluation. CONSULANT shall include minor updates to the 2008 Facilities Plan for other Phase III elements, as requested by City. CONSULTANT shall utilize the 2008 Recycled Water Facility Plan (found at: http://www.cityofpaloalto.org/civicax/filebank/documents/15103), the 2015 EIR (found at: http://www.cityofpaloalto.org/gov/depts/utl/residents/resources/water_resources/recycle d_water.asp) and Dec 2014 South Bay Water Recycling –Strategic and Master Planning Report (found at: http://www.valleywater.org/EkContent.aspx?id=184&terms=recycled+water. CONSULTANT shall coordinate and provide information needed for environmental documents. CONSULTANT shall produce a Class 4 project cost estimate given preliminary design per AACE International Classification System. The cost estimate shall be appropriate for a project definition of 15 percent and an expected accuracy of -15 to +20 percent. Task 2.5 Phase III Expansion Securing of Outside Funding CONSULTANT shall research and identify near-term funding sources for the Phase III Expansion Project as outlined in the 2008 City of Palo Alto Recycled Water Facility Plan. CONSULTANT shall complete all necessary work to apply for funding on behalf of the City and District leveraging past successful grant funding received. CONSULTANT shall track all applications and provide additional information or materials as needed. CONSULTANT shall maintain and submit all reports necessary to claim any secured funding. CONSULTANT shall maintain a clear, organized record of all applications and all secured funding specific to the Phase III Expansion Project. CONSULTANT shall coordinate and strategize applications for funding the Phase III Expansion Project in light of other tasks under this Agreement and potential collaborative funding opportunities. Task 2.6 Phase III Expansion Deliverables CONSULTANT shall produce a Task 2.0 Work Plan per Task 2.1. CONSULTANT shall produce & update a Task 2.0 Schedule per Task 2.2. CONSULTANT shall consolidate results from Tasks 2.3 – 2.4 into a standalone Phase III Expansion Business Plan, Preliminary Design, & Secured Funding Effort Report, including a summary of the efforts undertaken in Task 2.5 to date. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 15 CONSULTANT shall provide the City and District with draft reports at 80 and 95 percent completion for review. CONSULTANT shall incorporate feedback from City and District for each of the above reports into subsequent draft and final reports. Task 2.7 Optional Tasks CONSULTANT shall conduct optional tasks only at the City’s discretion, with District concurrence, and upon written notification by the City and District. Optional Task 2.7.a Phase III Expansion Extended Design for Project Definition of 30 to 40 percent CONSULTANT shall produce an engineering design consistent with 30 to 40 percent project definition that will focus on the pipeline, including tree reconnaissance and alignment refinement. CONSULTANT shall provide recommendations of key points and specifications for full construction bid package. CONSULTANT shall produce a Class 3 cost estimate according to AACE International Classification System with an accuracy of ± 10 percent. CONSULTANT shall provide City and District with construction draft design documents at 80, and 95 percent completion for review. CONSULTANT shall incorporate feedback from City and District for each of the above items into subsequent draft designs no later than ten (10) working days after submittal. CONSULTANT shall identify and evaluate any CEQA and other potential regulatory requirements that may apply to the future construction and operation of the proposed pipeline expansion using the EIR completed in 2015. CONSULTANT shall include a CEQA checklist, if needed, and a list of permits required for construction. CONSULTANT shall provide recommendations of key points for full design bid package. Task 3.0 Northwest County Indirect Potable Reuse Feasibility Study The purpose of the Indirect Potable Reuse (IPR) Feasibility Study is to compile baseline information on the current condition of aquifers in northwestern Santa Clara County and adjacent areas, including sources and quantities of recharge, groundwater pumping, and water quality. This information will be used to evaluate whether increased groundwater utilization by the City is viable, and if so, to evaluate the feasibility of indirect potable reuse of advanced treated recycled water. This study will also evaluate impacts to groundwater resources from potential pumping or recharge projects to ensure continued sustainable groundwater management. Task 3.1 Work Plan & Schedule Prior to conducting any work on this task, the CONSULTANT shall produce a draft work plan detailing the proposed course of action and schedule to meet the task requirements and incorporating stakeholder feedback and comments for City and District approval. CONSULTANT shall include in the work plan, amongst other details, an outline of the needed elements for the assessment under Task 3.2. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 16 CONSULTANT shall present the work plan to the City, District, & stakeholders during a meeting to be held within ten (10) working days of draft submittal. The City, District, & stakeholders will provide comments within fourteen (14) working days of draft submittal. CONSULTANT shall provide revised work plan to the City & District within five (5) working days of receiving comments. City & District will approve/disapprove of the revised work plan within ten (10) working days of receiving the finalized work plan and CONSULTANT shall then commence work on the tasks or commence work on a revised work plan that addresses the reasons for the City and/or District’s disapproval, as applicable. Task 3.2 Groundwater Use Assessment CONSULTANT shall review and analyze currently available information and data on the Santa Clara and San Mateo Plain Subbasins (California Department of Water Resources Basins 2-9.02 and 2-9.03, respectively) in the RWQCP service area (Palo Alto, Stanford, Mountain View, Los Altos, Los Altos Hills, and East Palo Alto). The review and analysis topics will include groundwater and surface water divides, recharge areas, water quality, and the general structure of the aquifers, aquitards, and other geologic units, general groundwater quality, as well as other relevant information. o This assumes that data will be available from San Mateo County and that the City will provide available data on its potable supply wells. o This assumes that data is available in electronic formats (i.e., Excel, Access) and that this evaluation will rely on existing data and reports. CONSULTANT shall evaluate the hydrogeology and groundwater conditions in the RWQCP service area and surrounds, including defining the aerial extent, thickness and hydraulic properties of subsurface layers, surface water/groundwater interaction, quantifying seasonal fluctuations in upper and lower aquifer groundwater levels, inflows and outflows, basin storage, and evaluating hydraulic connectivity between the upper and lower aquifers and between adjacent subbasins. CONSULTANT shall provide a groundwater balance analysis focusing on the City in addition to the analyses above for the RWQCP service area. The groundwater system is comprised of multiple water-bearing zones, and the analysis shall include the identification and estimate of inflows and outflows in the different zones (e.g., in the shallow aquifer and deeper production aquifer).The groundwater balance analysis shall also include a schematic diagram showing the conceptual aquifer system, and uncertainty analysis. The analysis shall identify significant sources of groundwater inflows and outflows, including, but not limited to, natural and managed recharge, private and municipal wells, groundwater remediation systems, temporary and on-going dewatering sites, and surface water/groundwater interactions, as well as an evaluation of the extent which shallow groundwater recharges the deeper aquifer(s). CONSULTANT shall include geologic cross sections using existing data (e.g., well boring logs) that delineate water-bearing zones, aquitards, and depth to bedrock. CONSULTANT shall evaluate the feasibility of increased pumping to meet 25, 50, or 100 percent of the City’s water demands and identify additional infrastructure needed to meet demands at each level. CONSULTANT shall evaluate whether increased pumping at these levels would result in adverse impacts, including excessive drawdown in adjacent wells, regional land DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 17 subsidence, salt water intrusion, significant depletions of surface water, or drawing contaminants from known contaminant release sites into municipal wells (e.g. Superfund sites, dry cleaners, fuel leaks, and other toxic release sites). CONSULTANT shall evaluate different water year (hydrologic) scenarios and potential increased pumping in adjacent cities in conjunction with evaluating the feasibility of increased pumping to meet the City’s future water demands. CONSULTANT shall identify data gaps and recommendations for further study as it relates to increased groundwater use. Task 3.3 Indirect Potable Reuse (IPR) Feasibility Evaluation CONSULTANT shall identify current natural groundwater recharge areas in the northwestern Santa Clara Subbasin, and identify potential areas for artificial recharge based on favorable geological conditions within the RWQCP’s service area. CONSULTANT shall identify areas within the RWQCP’s service area that fall within the northwest Santa Clara Subbasin on the scale of acres (versus parcel) of highest recharge, quantify recharge rates, identify current and near-term groundwater demand, and assess potential for IPR. CONSULTANT shall evaluate IPR from the perspective of the City as a utility as well as that of the RWQCP as a wholesaler. In the IPR utility evaluation, the CONSULTANT shall evaluate based on the City of Palo Alto borders and projected uses. In the IPR wholesaler evaluation, the CONSULTANT shall evaluate based on the RWQCP as a regional plant with multiple partners. The wholesaler evaluation will include a look at the potential intertie with Sunnyvale and East Palo Alto IPR opportunities. CONSULTANT shall provide schematics (e.g., maps and cross sections) indicating identified locations. CONSULTANT shall perform screening level calculations using Darcy’s law or similar approach to evaluate the movement and underground retention time of IPR water. CONSULTANT shall review the potential for IPR projects to create nuisance conditions by raising the water table into basements, elevator shafts, underground parking, street undercrossings, or flooding storm drains and sanitary sewers. CONSULTANT shall determine water quality parameter guidelines for IPR recycled water that would not adversely affect groundwater quality in the basin and ensure consistency with basin management objectives as defined in the 2012 Groundwater Management Plan prepared by the District, or subsequent versions. CONSULTANT shall evaluate the potential for IPR to introduce contaminants into the aquifer as well as evaluate the potential to increase mobilization and/or dissolution of contaminants. Contaminants of concern include salts, emerging contaminants, petroleum hydrocarbons and chlorinated hydrocarbons. Naturally-occurring compounds of potential concern may include arsenic, selenium and chromium and other metals. CONSULTANT shall evaluate the potential for injected or percolated water to discharge into creeks. CONSULTANT shall utilize existing data including that from the City emergency groundwater wells, the District well monitoring, the State Water Resources Control Board’s GeoTracker database, and other existing databases. This assumes that the District will provide assistance in acquiring District data in electronic format (i.e., Excel, Access) and will agree to share the data developed to date for the District’s IPR Study (model refinements are ongoing and subject to change during the course of this project). DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 18 CONSULTANT shall identify possible IPR scenarios (e.g., injection wells, percolation ponds, etc.) that should be evaluated in more detail in subsequent studies for potential application in the identified potential IPR areas. If IPR is determined to be feasible, CONSULTANT shall produce a recommended implementation strategy for IPR within the portions of the RWQCP service area that fall within the northwest Santa Clara Subbasin. CONSULTANT shall include in the implementation strategy an overview of required permits and a CEQA checklist, other IPR regulatory constraints, monitoring requirements, on-going maintenance requirements, and associated cost estimates. CONSULTANT shall provide Class 5 cost estimates per AACE International Classification System. The cost estimate shall be appropriate for a feasibility study for a project definition of 0 – 2 percent and an expected accuracy of -50 to + 100 percent. CONSULTANT shall identify data gaps and recommendations for further study. Task 3.4 Groundwater Study Deliverables CONSULTANT shall produce a Task 3 Work Plan & Schedule per Task 3.1. CONSULTANT shall produce a Groundwater Use Assessment Report per Task 3.2. CONSULTANT shall consolidate results from Tasks 3.2 – 3.6 into a standalone Northwestern Santa Clara County Indirect Potable Reuse Feasibility Study Report. o CONSULTANT shall provide the City, District, & stakeholders with draft reports at 80 and 95 percent completion for review. o CONSULTANT shall incorporate feedback from the City, District, & stakeholders into each of the Reports above and into subsequent draft and final reports. Task 3.5 Refined Numerical Groundwater Model The model elements and format shall be proposed by the CONSULTANT via a work plan incorporating stakeholder feedback and comments, to be approved by the City and District prior to beginning this task. CONSULTANT shall use the hydrogeologic evaluation completed under Task 3.2 to develop a numerical groundwater model or refine an existing numerical groundwater model for use in forecasting future impacts to the aquifers, and for making calculations to satisfy regulations related to groundwater replenishment reuse projects (e.g. travel times). Future impacts could include those due to increased groundwater development, groundwater replenishment, wet and dry year extremes, or a combination thereof. Adequate model calibration to measured data (e.g., water levels) per industry standards (e.g. ASTM 5981-96) must be demonstrated to the satisfaction of the District and City. CONSULTANT shall propose and evaluate up to five (5) potential groundwater use scenarios, in addition to a baseline scenario reflecting current groundwater demand under dry, average and wet water years. CONSULTANT shall determine artificial recharge rates sufficient to maintain the system in balance under each scenario in the event natural recharge is not sufficient. Task 3.6 IPR Modeling Scenarios & Parcel Identification The model scenarios and identification format/procedure shall be proposed by the DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 19 CONSULTANT via a work plan incorporating stakeholder feedback and comments to be approved by the City and District prior to beginning this task. CONSULTANT shall use the Refined Numerical Groundwater Model produced under Task 3.5 to run different IPR scenarios to ultimately identify ideal IPR opportunities (e.g., salt water intrusion mitigation, injection wells, percolation basins, etc.) and consider regulatory constraints to identify potential parcels for IPR projects. Task 3.7 Optional Tasks CONSULTANT shall conduct optional tasks only at the City’s discretion, with District concurrence, and upon written notification by the City and District. Optional Task 3.7.a Fulfilling Data Gaps in Numerical Groundwater Model CONSULTANT will identify data needed to complete the numerical groundwater model in Task 3.5 and prepare a work plan for a field investigation to satisfy the data requirements. The work plan shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. CONSULTANT shall conduct the field investigation identified in the work plan and document the results in a standalone report. Optional Task 3.7.b IPR Strategic Plan The exact content and format of the plan shall be proposed by the CONSULTANT via a work plan incorporating stakeholder feedback to be approved by the City and District prior to beginning this task. Task 4.0 Recycled Water Strategic Plan The ultimate goal of this study component is to produce a guideline for an alternative reliable water supply for the RWQCP service area and adjacent cities, to augment supplies with recycled water during droughts or other hydrologic events, and to increase the reliance on locally available water supplies such as recycled water. Task 4.1: Recycled Water Strategic Plan Work Plan & Schedule Prior to conducting any work on this task, the CONSULTANT shall produce a draft work plan detailing the proposed course of action and schedule to meet the task requirements, and incorporating stakeholder feedback and comments, for City and District approval.. CONSULTANT shall present the work plan to the City, District, & stakeholders during a meeting to be held within five (5) working days of draft submittal. The City, District, & stakeholders will provide comments within fourteen (14) working days of draft submittal. CONSULTANT shall provide revised work plan to the City & District within five (5) working days of receiving comments. City & District will approve/disapprove of the revised work plan within ten (10) working days of receiving the finalized work plan and CONSULTANT shall then commence work on the tasks or commence work on a revised work plan that addresses the reasons for the City and/or District’s disapproval, as applicable. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 20 Task 4.2: Recycled Water Strategic Plan Evaluations CONSULTANT shall develop a comprehensive Recycled Water Strategic Plan, including feasibility report that meets the requirements of WTR11-01, Reclamation Manual; Directives and Standards. CONSULTANT shall review the 1992 Recycled Water Master Plan and identify potential new water recycling customers within the RWQCP service area and adjacent areas. CONSULTANT shall incorporate key findings from Tasks 2.0 – 3.0, the Advanced Water Purification System Feasibility Study, the Mountain View Recycled Water Expansion & Sunnyvale Intertie Projects, the District’s previous studies of stream augmentation, the City’s previous studies of contaminants of emerging concern, and other relevant studies conducted by the City, District, and other agencies into the Recycled Water Strategic Plan. CONSULTANT shall evaluate and develop rate structures to address cost recovery and encourage recycled water use, in compliance with the requirements of Proposition 218, as applicable. CONSULTANT shall also evaluate the long-term financial viability of the RWQCP Recycled Water Program given various scenarios of potable and non-potable recycled water demand, partnerships, and rates. CONSULTANT shall include at a minimum the following evaluations: o Existing recycled water demand (as defined as that projected through 2020) in the RWQCP service area and adjacent areas. o Future recycled water demands (as defined as that projected through 2030 and divided up into 5-year increments) within the RWQCP service area and adjacent areas (e.g., Sunnyvale intertie, etc.). o Recycled water use for potable reuse, non-potable reuse, and stream-flow augmentation within the RWQCP service area and adjacent areas and incorporate a ranking/ evaluation system to help prioritize future commitments and projects. o Identifying and recommending technologies that may further improve recycled water quality by incorporating the Advanced Water Purification System Feasibility Study and how these projects could be linked to the RWQCP’s Long Range Facilities Plan. o Developing revenue and market projections based on current (2020) conditions and an expanded distribution system (2030) throughout the RWQCP service area and adjacent areas o Summary of funding opportunities discovered under Task 5.0 and a summary of the statewide regulatory constraints tracked by the District. o Identification of opportunities for regional coordination and interconnections including an analysis of efficiencies realized by using interconnections. o Summary of the agreements that would be required to achieve recommended regional interconnections and additional expansion taking into account local policies in addition to agreements to support recycled water and interconnections. Task 4.3 Recycled Water Strategic Plan Deliverables CONSULTANT shall produce a Task 4 Work Plan & Schedule per Task 4.1. CONSULTANT shall consolidate results from Tasks 4.2 into a standalone Recycled Water Strategic Plan report. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 21 o CONSULTANT shall provide a report that can be used as a feasibility report that could be sent by the City to the Bureau of Reclamation for review and approval. o CONSULTANT shall incorporate any comments from the Bureau of Reclamation and issue a Project Feasibility Report. o CONSULTANT shall provide the City, District, & stakeholders with draft reports at 80 and 95 percent completion for review. o CONSULTANT shall incorporate feedback from the City, District, & stakeholders into each of these reports and into subsequent draft reports. Task 4.4 Optional Tasks CONSULTANT shall conduct optional tasks only at the City’s discretion, with District concurrence, and upon written notification by the City and District. Optional Task 4.4.a Mountain View Project Alignment o CONSULTANT shall conduct additional analyses as needed to incorporate work conducted separately by Mountain View on recycled water expansion into Task 4.2. Optional Task 4.4.b RWQCP Wholesaler Business Plan o The business plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. o CONSULTANT shall develop a business plan for RWQCP being a wholesaler of recycled water within South San Mateo County. Optional Task 4.4.c Assistance in Partner Agreements o CONSULTANT shall, as needed, draft partner agreements between different agencies on recycled water pipeline expansion projects. Optional Task 4.4.d Facility Assessment Plans o The plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and to be approved by the City and District prior to beginning this task. o CONSULTANT shall develop facility assessment plans for expanding recycled water within East Palo Alto, Stanford, Los Altos Hills, and Los Altos. Optional Task 4.4.e Business Plan – East Palo Alto and East Menlo Park o The business plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. o CONSULTANT shall develop a business plan for expanding recycled water within East Palo Alto and East Menlo Park. Optional Task 4.4.f Business Plan – Los Altos o The business plan elements and approach shall be proposed by the DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 22 CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. o CONSULTANT shall develop a business plan for expanding recycled water within Los Altos. Optional Task 4.4.g Business Plan – Los Altos Hills o The business plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. o CONSULTANT shall develop a business plan for expanding recycled water within Los Altos Hills. Optional Task 4.4.h Business Plan – Stanford o The business plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments to be approved by the City and District, prior to beginning this task. o CONSULTANT shall develop a business plan for expanding recycled water to Stanford. Task 5.0 Funding Identification & Assistance CONSULTANT shall research and identify possible funding sources for the numerous recycled water projects under this scope of work, with funding for Phase III design and construction the priority. CONSULTANT, at the direction of the City and District, shall complete all necessary work to apply for funding on behalf of the City, District, and/or RWQCP partner agencies. The City and District will be responsible for compilation and submittal of subsequent administrative reports from any granted funding. CONSULTANT shall track all applications and provide additional information or materials as needed. CONSULTANT shall maintain and submit all reports necessary to claim any secured funding. CONSULTANT shall coordinate and strategize applications for funding in light of all tasks under this Agreement, City and District projects occurring simultaneously outside of this Agreement, as well as potential collaborative funding opportunities with other agencies. Task 5.1 Funding Identification & Assistance Deliverables CONSULANT shall produce and update a tracking sheet/record of funding opportunities, pending applications, & schedules under Task 5.0. CONSULTANT shall provide the City and District with copies of all submitted applications produced under Task 5.0. o CONSULTANT shall provide the City and District with draft applications for review and approval prior to submission. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 23 Task 6.0 Regulatory Support & Regional Coordination CONSULTANT shall develop an overarching regulatory strategy for coordination with key regulatory agencies (e.g., Regional Water Quality Control Board and the State Board Division of Drinking Water). The goal of which will be to assess the regulatory agencies’ comfort level with the proposed reuse plans and also to understand the technical data the agencies will expect to see during the permitting phase. CONSULTANT shall prepare applications and regulatory documents as needed and assist with permitting process. CONSULTANT shall update the City and District with respect to any relevant compliance requirements. CONSULTANT shall, upon City and District direction, aid in drafting of new ordinances or amending existing ordinances to encourage recycled water use. CONSULTANT shall evaluate regional opportunities to promote the use of recycled water within Santa Clara and South San Mateo Counties. Task 7.0 Public Outreach CONSULTANT shall, at the discretion of the City and District, prepare informational material in collaboration with City & District Outreach Staff and assist staff with reports, presentations, and workshops for City management, District Board of Directors, City Commissions and Committees, City Council and RWQCP partner agencies as needed. CONSULTANT shall, as needed, provide administrative and/or technical support at public outreach events. CONSULTANT shall assist, as needed, in educational campaigns and stakeholder meetings on the benefits of recycled water to increase public perception and awareness of the potential expansion opportunities. Task 7.1 Public Outreach Deliverables CONSULTANT shall produce and update a tracking sheet of outreach conducted throughout the year under Task 7.0 and provide the record to the City & District each year of the contract by December 31 of that year. o Tracking sheet shall include at a minimum the location, date, name, number of people, event theme, and any provided materials for each outreach event. CONSULTANT shall provide the City & District with electronic copies of all produced outreach materials. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 24 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion From NTP (No. of Months/ Date) Task 1.0 December 31, 2020 Task 2.0 Tasks 2.3 & 2.4 Task 2.5 December 31, 2020 6 months from Task 2.1 3 months from Task 2.1 Task 3.0 18 months from NTP Task 4.0 December 31, 2020 Task 5.0 December 31, 2020 Task 6.0 December 31, 2020 Task 7.0 December 31, 2020 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 25 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 $145,302 (Project Coordination and Administration) Task 2 $721,389 (Recycled Water Phase III Expansion Project) Task 3 $358,218 (Northwest County IPR Feasibility Study) Task 4 $418,589 (Recycled Water Strategic Plan) Task 5 $64,342 (Regulatory Support and Regional Coordination) Task 6 $72,126 (Regulatory Support and Regional Coordination) Task 7 $220,034 (Regulatory Support and Regional Coordination) Sub-total Basic Services $2,000,000 Reimbursable Expenses $0 Total Basic Services and Reimbursable expenses $2,000,000 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 26 Maximum Total Compensation $2,000,000 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: delivery, mileage (as allowed by IRS guidelines, and travel expenses as described in section A below. A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100 shall be approved in advance by the CITY’s project manager. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Billing Classifications 2016 Rates Associate EPS 125.00$ EPS-1 148.00$ EPS-2 166.00$ EPS-3 178.00$ EPS-4 195.00$ EPS-5 199.00$ EPS-6 216.00$ EPS-7 230.00$ EPS-8 242.00$ EPS-9 249.00$ EPS-10 266.00$ EPS-11 282.00$ EPS-12 295.00$ EPS-13 299.00$ EPS-14 308.00$ Intern 55.00$ TECH-1 132.00$ TECH-2 136.00$ TECH-3 141.00$ TECH-4 147.00$ TECH-5 153.00$ TECH-6 161.00$ TECH-7 163.00$ AD-1 96.00$ AD-2 100.00$ AD-3 110.00$ AD-4 120.00$ AD-5 132.00$ AD-6 144.00$ AD-7 150.00$ Engineer-Planner-Scientist Technician Administrative RMC Water and Environment 2016 Standard Billing Rates EXHIBIT “C-1”HOURLY RATE SCHEDULE Rates shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term, and in no event shall CPI rate adjustments cause the contract price to exceed the amount described in Section 4, "Not to Exceed Compensation". 27 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A PLANNING • DEVELOPMENT • MANAGEMENT • PROTECTION 2490 Mariner Square Loop, Suite 215 | Alameda, CA 94501 | 510 747 6920 | toddgroundwater.com A 2016 SCHEDULE OF CHARGES January 2016 Title Name Hourly Rate Principal Consultant Iris Priestaf $ 220 Principal Geologist Phyllis Stanin $ 220 Principal Hydrogeologist Sally McCraven $ 220 Senior Hydrogeologist Dan Craig $ 215 Senior Hydrogeologist Mike Maley $ 215 Senior Geochemist William Motzer $ 210 Senior Engineer Katherine White $ 210 Senior Hydrologist Gus Yates $ 210 Senior Engineer Maureen Reilly $ 200 Senior Hydrogeologist Liz Elliott $ 200 Senior Hydrogeologist Edwin Lin $ 200 Senior Hydrogeologist Chad Taylor $ 200 Staff Geologist Amber Ritchie $ 150 CAD/GIS/Graphics Alain Boutefeu $ 110 GIS/Drafting Support Support Staff $ 100 Clerical Sheila Gould $ 100 28 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Schedule of Hourly Rates and Costs - 2016 TJC AND ASSOCIATES, INC. Labor Engineer Level 10 (E10) $229.00/hour Level 9 (E9) $219.00/hour Level 8 (E8) $209.00/hour Level 7 (E7) $199.00/hour Level 6 (E6) $189.00/hour Level 5 (E5) $179.00/hour Level 4 (E4) $167.00/hour Level 3 (E3) $150.00/hour Level 2 (E2) $133.00/hour Level 1 (E1) $116.00/hour Drafting Level 7 (C7) $164.00/hour Level 6 (C6) $142.00/hour Level 5 (C5) $128.00/hour Level 4 (C4) $119.00/hour Level 3 (C3) $103.00/hour Level 2 (C2) $85.00/hour Level 1 (C1) $68.00/hour Administrative Level 10 (A10) $206.00/hour Level 9 (A9) $173.00/hour Level 8 (A8) $142.00/hour Level 7 (A7) $122.00/hour Level 6 (A6) $102.00/hour Level 5 (A5) $87.00/hour Level 4 (A4) $71.00/hour Level 3 (A3) $60.00/hour Level 2 (A2) $48.00/hour Level 1 (A1) $37.00/hour 29 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A , 2016 Terms of Agreement CHARGES FOR SERVICES Charges for Basic and Extra Services shall be based on hourly rates not to exceed the following schedule: Principal $185.00 to $210.00 Senior Associate 160.00 to 190.00 Senior Project Manager 140.00 to 155.00 Associate 130.00 to 145.00 Designer 100.00 to 125.00 Principal Emeritus 185.00 to 250.00 Consultant 30 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Protecting the infrastructure through innovative Corrosion Engineering Solutions CORROSION ENGINEERING SERVICES 2016 Fee Schedule Personnel Charges Rate Per Hour Principal Corrosion Engineer $220.00 Senior Corrosion Engineer $205.00 Corrosion Design Specialist $185.00 Corrosion Project Supervisor $175.00 Project Engineer $165.00 Corrosion Technician $135.00 Field Technician $115.00 Drafting/AutoCad $ 88.00 Word Processing/Computer $ 70.00 Notes: Effective Date: Jan, 1, 2016 thru Dec. 31, 2016 Office Address: 1100 Willow Pass Court, Concord, CA 94520 Tel. No.: 925.927.6630 Fax No.: 925.927.6634 31 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A MARK THOMAS & COMPANY, INC. CHARGE RATE SCHEDULE “J-1” Expires June 30, 2016* HOURLY CHARGE RATES PROFESSIONAL AND OFFICE Principal $ 325.00 per hour Senior Engineering Manager 310.00 per hour Engineering Manager 252.00 per hour Structural Manager 278.00 per hour Senior Project Manager 226.00 per hour Senior Survey Manager 210.00 per hour Project Manager 200.00 per hour Survey Manager 200.00 per hour Senior Project Engineer 178.00 per hour Project Engineer 168.00 per hour Senior Design Engineer 158.00 per hour Design Engineer 118.00 per hour Project Surveyor 145.00 per hour Sr. Engineering/Survey/CADD Technician 126.00 per hour Engineering/Survey/CADD Technician 110.00 per hour Inspector 121.00 per hour Technical Writer 105.00 per hour Design (Tech Assistant) 68.00 per hour Survey (Tech Assistant) 68.00 per hour Senior Project Coordinator 108.00 per hour Project Coordinator 100.00 per hour Senior Administrative 85.00 per hour Administrative 80.00 per hour FIELD Single Chief without Equipment $ 119.00 per hour Single Chief with Equipment 170.00 per hour Single Chainman 96.00 per hour 2 Person Field Party and Vehicle 270.00 per hour 3 Person Field Party and Vehicle 345.00 per hour LANDSCAPE ARCHITECT SERVICES Landscape Architect II $ 200.00 per hour Landscape Architect I $ 178.00 per hour 32 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Fee Schedule 2016 FEE SCHEDULE Hourly Billing Rate Personnel Category $ per hour Staff Professional – Grade 1 $ 107 Staff Professional – Grade 2 $ 117 Project Professional – Grade 3 $ 129 Project Professional – Grade 4 $ 145 Senior Professional – Grade 5 $ 171 Senior Professional – Grade 6 $ 195 Senior Professional – Grade 7 $ 231 Senior Consultant – Grade 8 $ 259 Senior Consultant – Grade 9 $ 320 Senior Principal – Grade 10 $ 320 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Senior CADD Drafter and Designer $ 129 CADD Drafter / Designer and Senior Technician $ 117 Technician, Word Processor, Administrative Staff $ 96 Office Aide $ 75 33 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A DCM CONSULTING, INC. 2016 FEE SCHEDULE PROFESSIONAL STAFF Principal Engineer, David C. Mathy ...................................................................................$ 210.00/hr. Clerical/Administrative, Lita E. Mathy ..............................................................................$ 90.00/hr. 34 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A SCHEDULE OF CHARGES FOR 2016 They shall remain in effect through December 31, 2016. Personnel Rate Principal Engineer/Geologist $220 per hour Associate Engineer/Geologist $195 per hour Senior Engineer/Geologist $179 per hour Project Engineer/Geologist $144 per hour Staff Engineer/Geologist $128 per hour Technician (Straight rate prevailing wage) $115 per hour Project Assistant $ 82 per hour Administration/Clerical $ 77 per hour Special Inspector (Straight rate prevailing wage) $118 per hour Deposition/Court Testimony (minimum 4 hours) $360 per hour Laboratory Tests Fee Concrete Compressive Strength Testing $ 35 per test Moisture Content (ASTM D 2216) $ 20 per test Moisture & Density (ASTM D 4318) $ 28 per test Atterberg Limits (ASTM D 4318) $180 per test Compaction Curve, 4" mold (ASTM D 1557) $230 per test Compaction Curve, 6" mold (ASTM D 1557) $280 per test Wash over #200 Sieve (ASTM D 1140) $ 65 per test Sieve Analysis with #200 Wash (ASTM D 422) $130 per test Sieve & Hydrometer (ASTM D 422) $205 per test CAL ENGINEERING & GEOLOGY 35 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 36 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Professional Services Rev. April 27, 2016 37 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 11/14/2016 (617) 328-6555 (617) 328-6888 35289 RMC Water and Environment 2175 North California Blvd., Suite 315 Walnut Creek, CA 94596 20443 A 1,000,000 X 6014561812 02/23/2016 02/23/2017 300,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000B X 6014561843 02/23/2016 02/23/2017 B 6017075447 02/23/2016 02/23/2017 1,000,000 N 1,000,000 1,000,000 B Prof. Liability 114135520 02/23/2016 Per Claim 1,000,000 B 114135520 02/23/2016 02/23/2017 Aggregate 1,000,000 All Coverages are in accordance with the policy terms and conditions. City of Palo Alto, its Council Members, Officers, Agents, and Employees are listed as additional insured with respect to General Liability and Auto Liability, where required by written contract. 30 day notice of cancellation is provided in accordance with policy terms and conditions and 10 day notice of cancellation for non-payment of premium. City of Palo Alto Attn: Purchasing and Contract Administration P.O. Box 10250 Palo Alto, CA 94303 WOOD&CU-01 MPARENT Ames & Gough 859 Willard Street Suite 320 Quincy, MA 02169 boston@amesgough.com Continental Insurance Co A(XV) Continental Casualty Company (CNA) A, XV X 02/23/2017 X X X X X X X DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A G-140331-D (Ed. 01/13) G-140331-D (Ed. 01/13) Page 1 of 2 Copyright, CNA All Rights Reserved. BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS – WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows: SCHEDULE (OPTIONAL) Name of Additional Insured Persons Or Organizations (As required by "written contract" per Paragraph A. below.) Locations of Covered Operations (As per the "written contract," provided the location is within the "coverage territory" of this Coverage Part.) A. Section II - Who Is An Insured is amended to include as an additional insured: 1.Any person or organization whom you are required by "written contract" to add as an additional insured on this Coverage Part; and 2.The particular person or organization, if any, scheduled above. B.The insurance provided to the additional insured is limited as follows: 1.The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage," or "personal and advertising injury" caused in whole or in part by: a.Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the "written contract"; or b."Your work" that is specified in the "written contract" but only for "bodily injury" or "property damage" included in the "products-completed operations hazard," and only if: (1)The "written contract" requires you to provide the additional insured such coverage; and (2)This Coverage Part provides such coverage. 2.If the "written contract" specifically requires you to provide additional insurance coverage via the 10/01 edition of CG2010 (aka CG 20 10 10 01), or via the 10/01 edition of CG2037 (aka CG 20 37 10 01), or via the 11/85 edition of CG2010 (aka CG 20 10 11 85), then in paragraph B.1.above, the words 'caused in whole or in part by' are replaced by the words 'arising out of'. 3.We will not provide the additional insured any broader coverage or any higher limit of insurance than: a.The maximum permitted by law; b.That required by the "written contract"; c.That described in B.1.above; or d.That afforded to you under this policy, whichever is less. 4.Notwithstanding anything to the contrary in Condition 4. Other Insurance (Section IV), this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or RMC Water & Environment Package Policy # 6014561812, Eff. 02/23/16-02/23/17 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A G-140331-D (Ed. 01/13) G-140331-D (Ed. 01/13) Page 2 of 2 Copyright, CNA All Rights Reserved. any other basis. But if required by the "written contract" to be primary and non-contributory, this insurance will be primary and non-contributory relative to insurance on which the additional insured is a Named Insured. 5.The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: a.The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: (1)The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2)Supervisory, inspection, architectural or engineering activities; or b.Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. C. SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1.The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: (1)Give us written notice of an "occurrence" or an offense which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; (2)Except as provided in Paragraph B.4.of this endorsement, agree to make available any other insurance the additional insured has for a loss we cover under this Coverage Part; (3)Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and (4)Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this Coverage Part. But if the "written contract" requires this insurance to be primary and non-contributory, this provision (4)does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or "suit." D.Only for the purpose of the insurance provided by this endorsement, SECTION V – DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: 1.Is currently in effect or becomes effective during the term of this policy; and 2.Was executed prior to: a.The "bodily injury" or "property damage"; or b.The offense that caused the "personal and advertising injury," for which the additional insured seeks coverage under this Coverage Part. All other terms and conditions of the Policy remain unchanged. Material used with permission of ISO Properties, Inc. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A SCA 23 500D (Ed.10/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXTENDED COVERAGE ENDORSEMENT –BA PLUS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I.LIABILTY COVERAGE 1.Which are no longer in force;or A.Who Is An Insured 2.Whose limits have been exhausted. Section II,Paragraph A.1.,B.Bail Bonds and Loss of EarningsThefollowing is added to Who Is An Insured:Section II,Paragraphs A.2.a.(2)and A.2.a.(4)are1. a.Any incorporated entity of which the Named revised as follows: Insured owns a majority of the voting stock on 1.a.(2),In the limit for the cost of bail bonds isthe date of inception of this Coverage Form;increased from $2,000 to $5,000, andprovidedthat, 2.a.(4),In the limit for the loss of earnings isb.A.1.The insurance afforded by this provision increased from $250 to $500 a day.does not apply to any such entity that is an "insured"under any other liability "policy"C.Fellow Employeeproviding"auto"coverage.Section II,Paragraph B.5 does not apply.2.Any organization you newly acquire or form,other Such coverage as is afforded by this provision C.isthan a limited liability company,partnership or excess over any other collectible insurance.joint venture,and over which you maintain majority ownership interest.II.PHYSICAL DAMAGE COVERAGE A.2.:The insurance afforded by this provision A.Towing a.Is effective on the acquisition or formation Section III.Paragraph A.2.,is revised to include Lightdate, and is afforded only until the end of the Trucks up to 10,000 pounds G.V.W.policy period of this Coverage Form,or the B.Glass Breakage –Hitting A Bird Or Animal –next anniversary of its inception date,Falling Objects Or Missileswhicheveris earlier. Section III,Paragraph A.3.:The following is added tob.Does not apply to: With respect to any covered "auto,"any deductible(1)"Bodily injury"or "property damage"shown in the Declarations will not apply to glasscausedbyan"accident"that occurred breakage if such glass is repaired,in a mannerbeforeyouacquiredorformedtheacceptabletous,rather than replaced.organization;or C.Transportation Expenses(2)Any such organization that is an "insured" under any other liability "policy"providing Section III,Paragraph A.4.a.is revised,with respect"auto"coverage.to transportation expense incurred by you,to provide: 3.Any person or organization that you are obligated a.$60 per day,in lieu of $20;subject totoprovideInsurancewhererequiredbyawrittenb.$1,800 maximum,in lieu of $600.contract or agreement is an insured,but only with respect to legal responsibility for acts or omissions D.Loss of Use Expensesof a person for whom Liability Coverage is afforded under this policy.Section III,Paragraph A.4.b.is revised,with respect to loss of use expenses incurred by you,to provide:4.An "employee"of yours is an "insured"while operating an "auto"hired or rented under a a.$1,000 maximum,in lieu of $600.contract or agreement in that "employee's"name,E.Personal Propertywithyourpermission,while performing duties related to the conduct of your business.Section III,Paragraph A.4.The following is added to A.Who Is An"Policy,"as used in this provision c.PersonalWewillpayup to $500 for loss tonsured,I includes those policies that were in force on Property which is:the inception date of this Coverage Form but: SCA 23 500D Page 1of3Copyright,CNA Corporation, 2000. (Ed.10/11)Includes copyrighted material of the Insurance Services Office used with its permission. 10 0 2 0 0 0 5 4 4 0 3 0 4 6 8 9 5 4 9 7 3 9 RMC Water & Environment Policy # 6014561843, Eff. 02/23/16-02/23/17 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A SCA 23 500D (Ed.10/11) (1)Owned by an "insured";and in that individual "employee's"name,with your permission,while performing duties(2)In or on the covered "auto."related to the conduct of your business. This coverage applies only in the event of a total c.The most we will pay for any one "accident"ortheft of your covered "auto.""loss" is the actual cash value,cost of repair, cost of replacement or $75,000 whichever isThisinsuranceisexcessoveranyothercollectiblelessminusa $500 deductible for eachinsuranceand no deductible applies.covered auto.No deductible applies to "loss"F.Rental Reimbursement caused by fire or lightning. Section III,Paragraph A.4.:The following is added to d.The physical damage coverage as is providedd.We will pay for rental reimbursement expenses by this provision will be limited to the types ofincurredbyyoufortherentalof an "auto"because physical damage coverage(s)provided onof"loss"to a covered "auto." Payment applies in your owned "autos."addition to the otherwise applicable amount ofeachcoverageyouhaveon a covered "auto."No e.Such physical damage coverage for hireddeductiblesapplytothiscoverage."autos"will: 1.We will pay only for those expenses incurred (1)Include loss of use,provided it is theduringthepolicyperiodbeginning24hoursconsequenceof an "accident"for whichafterthe"loss"and ending,regardless of the the Named Insured is legally liable,andpolicy's expiration,with the lesser of the as a result of which a monetary loss isfollowingnumberofdays:sustained by the leasing or rental concern.(a)The number of days reasonably required to repair or replace the covered "auto";or,(2)Such coverage as is provided by thisG.e.(1)provision will be subject to a limit(b)15 days.of $750 per "accident."2.Our payment is limited to the lesser of the H.Airbag Coveragefollowingamounts: Section III,Paragraph B.3.The following is added to(a)Necessary and actual expenses incurred; or,The accidental discharge of an airbag shall not be considered mechanical breakdown.(b)$25 per day subject to a maximum of $375.I.Electronic Equipment 3.This coverage does not apply while there are Section III,Paragraphs B.4.c and B.4.d.are deletedspareorreserve"autos"available to you for and replaced by the following:your operations.c.Physical Damage Coverage on a covered4.If "loss"results from the total theft of a "auto"also applies to "loss"to anycovered"auto"of the private passenger type,permanently installed electronic equipmentwewillpayunderthiscoverageonlythatincludingitsantennasandotheraccessoriesamountofyourrentalreimbursementd.A $100 per occurrence deductible applies toexpenseswhichisnotalreadyprovidedforthecoverageprovidedbythisprovision.under the Physical Damage Coverage Extension.J.Diminution In Value G.Hired Autos""Section III,Paragraph B.6.The following is added to Section III.Paragraph A.:The following is added to Subject to the following,the "diminution in value" exclusion does not apply to:5.Hired "Autos" a.Any covered "auto"of the private passengerIfPhysicalDamagecoverageisprovidedundertypeyoulease,hire,rent or borrow,without athis policy,and such coverage does not extend to driver for a period of 30 days or less, whileHiredAutos,then Physical Damage coverage is performing duties related to the conduct ofextendedto:your business;anda.Any covered "auto"you lease,hire,rent or b.Any covered "auto"of the private passengerborrowwithoutadriver;and type hired or rented by your "employee"b.Any covered "auto"hired or rented by your without a driver for a period of 30 days or less,"employee"without a driver,under a contract SCA 23 500D Page 2of3Copyright,CNA Corporation, 2000. (Ed.10/11)Includes copyrighted material of the Insurance Services Office used with its permission. DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A SCA 23 500D (Ed.10/11) under a contract in that individual Such "executive officers"are "insureds"while "employee's"name,with your permission,using a covered "auto"described in this provision. while performing duties related to the conduct IV.BUSINESS AUTO CONDITIONSofyourbusiness. A.Duties In The Event Of Accident,Claim,Suit Orc.Such coverage as is provided by this Lossprovisionis limited to a "diminution in value" loss arising directly out of accidental damage Section IV,ParagraphThefollowing is added toand not as a result of the failure to make A.2.a.repairs;faulty or incomplete maintenance or (4)Your "employees"may know of an "accident"repairs;or the installation of substandard or "loss."This will not mean that you haveparts.such knowledge,unless such "accident"ord.The most we will pay for "loss"to a covered "loss" is known to you or if you are not an"auto"in any one accident is the lesser of:individual,to any of your executive officers orpartnersoryourinsurancemanager.(1)$5,000;or Section IV,ParagraphThefollowing is added to(2)20%of the "auto's"actual cash value A.2.b.(ACV) (6)Your "employees"may know of documentsIII.Drive Other Car Coverage –Executive Officers received concerning a claim or "suit."This will Sections II and III:The following is added to not mean that you have such knowledge, unless receipt of such documents is known to1.Any "auto"you don't own,hire or borrow is a you or if you are not an individual,to any ofcovered"auto"for Liability Coverage while being your executive officers or partners or yourusedby,and for Physical Damage Coverage insurance manager.while in the care,custody or control of,any of your B.Concealment,Misrepresentation or Fraud"executive officers,"except: a.Section IV,Paragraph B.2.An "auto"owned by that "executive officer"or The following is added to a member of that person's household;or Your failure to disclose all hazards existing on the date b.An "auto"used by that "executive officer" while of inception of this Coverage Form shall not prejudice working in a business of selling,servicing,you with respect to the coverage afforded provided repairing or parking "autos."such failure or omission is not intentional. C.Policy Period,Coverage TerritorySuchLiabilityand/or Physical Damage Coverage as is afforded by this provision will be:Section IV,Paragraphs 7.(5).(a).is revised to (1)Equal to the greatest of those coverages provide: afforded any covered "auto";and a.45 days of coverage in lieu of 30 days (2)Excess over any other collectible V.DEFINITIONSinsurance. Section V.Paragraph C.is deleted and replaced by2.For purposes of this provision,"executive officer"the following:means a person holding any of the officer positions created by your charter,constitution,by-"Bodily injury"means bodily injury,sickness or diseaselawsoranyothersimilargoverningdocument,sustained by a person,including mental anguish,and,while a resident of the same household,mental injury or death resulting from any of theseincludesthatperson's spouse. SCA 23 500D Page 3of3Copyright,CNA Corporation, 2000. (Ed.10/11)Includes copyrighted material of the Insurance Services Office used with its permission. 10 0 2 0 0 0 5 4 4 0 3 0 4 6 8 9 5 4 9 7 4 0 DocuSign Envelope ID: F45E8AA8-F67D-470B-A155-10EEF30DDA2A Page 1 of 191918 1 6053857 COST SHARING AGREEMENT BETWEEN CITY OF PALO ALTO AND SANTA CLARA VALLEY WATER DISTRICT REGARDING THE NORTHWEST COUNTY RECYCLED WATER STRATEGIC PLAN PROJECT This NORTHWEST COUNTY RECYCLED WATER STRATEGIC PLAN COST SHARING AGREEMENT ("AGREEMENT") is made and entered into this ___day of ______, 2016, by and between the City of Palo Alto,a chartered municipal corporation,and the Santa Clara Valley Water District,an independent special district located in the state of California, duly organized, existing, and acting pursuant to the laws thereof. The City of Palo Alto and Santa Clara Valley Water District may be referred to in this AGREEMENT individually as a “Party” or collectively as the “Parties”. RECITALS A.WHEREAS, the Santa Clara Valley Water District (“District”)develops, stores, manages, distributes, sells and delivers water for domestic, industrial and agricultural uses, as the primary water supply and groundwater management agency in Santa Clara County;and B.WHEREAS,the City of Palo Alto (“City”)owns and operates the Palo Alto Regional Water Quality Control Plant (“RWQCP”) and manages a recycled water program (“Recycled Water Program”);and C.WHEREAS, the City operates the RWQCP in compliance with California Regional Water Quality Control Board recycled water requirements; and D.WHEREAS, the City is interested in developing a plan to expand and understand the potable and non-potable reuse options available to the recycled water system at the RWQCP by developing a Northwest County Recycled Water Strategic Plan (“Strategic Plan”); and E.WHEREAS, on October 11, 2016, the District’s Board of Directors approved a District contribution of up to 90 percent of the cost (not-to-exceed $1,800,000) of a consultant contract awarded by the City for the development of the Strategic Plan; and F.WHEREAS, City and District desire to financially support the production and use of recycled water in Santa Clara County consistent with each Party's separate and distinct interests: for wastewater treatment and disposal for the City, and water quality and supply for the District, as well as to coordinate and cooperate to achieve the most cost effective, environmentally beneficial utilization of recycled water to meet both water supply and wastewater treatment and disposal needs; and G.WHEREAS, City is currently undertaking procurement efforts to award a consultant contract (“Consultant Contract”) to one or more qualified consultants to provide professional services for preparation of the Strategic Plan and other related services; and H.WHEREAS, District and City acknowledge that there is mutual benefit to develop the Strategic Plan,and; therefore,agree to share in the financial costs and responsibilities to support retaining qualified consultants or firms to render professional services to develop the Strategic Plan; and I.Funding provided under this AGREEMENT does not commit either party to a particular course of Page 2 of 191918 2 6053857 action that would likely result in a physical change to the environment, and; therefore, execution of this AGREEMENT is not subject to California Environmental Quality Act review. AGREEMENT PROVISIONS NOW, THEREFORE,for and in consideration of the mutual promises and covenants contained herein,the City and District hereby agree as follows: SECTION I SCOPE OF WORK 1.1 The consultant services that will be funded by this AGREEMENT consist of development of the Strategic Plan, which includes planning and preliminary design related to expansion of the Recycled Water Program, a Northwest Santa Clara County indirect potable reuse feasibility study, and identification of funding sources. The consultant services also include providing support on regulatory permitting efforts; and undertaking public outreach.A copy of the scope of work (“Scope of Work”) for the consultant services is attached to this AGREEMENT as Attachment A.The tasks and deliverables identified in the Scope of Work have been approved by both Parties. 1.2 The City,as the primary agency for ensuring the development of the Strategic Plan and completion of the other deliverables specified in the Scope of Work,is responsible for undertaking procurement efforts consistent with its procurement rules,procedures and policies to award a Consultant Contract to one or more consultants who will perform the Scope of Work. 1.3 The City will direct and manage the consultant in its performance of the Scope of Work, seeking review, feedback and technical support from the District in the process. The District may provide its input to the Strategic Plan and other deliverables as it deems necessary. 1.4 The District approves the City awarding a Consultant Contract via a competitive selection process consistent with the City’s procurement rules,procedures and policies to retain qualified consultants to perform the Scope of Work. 1.5 The City agrees to confer with the District regarding any issues the performance of the Consultant Contract raised by the City or the District. If the consultant breaches the Consultant Contract or substantially fails to perform and the City elects not to pursue legal remedies, the City agrees to confer in good faith with the District regarding potential assignment of rights under the Consultant Contract to the District. 1.6 The City agrees that the District shall have an irrevocable license to use all Consultant Contract deliverables,including but not limited to documentation, reports, recommendations, and all other work product developed as part of the Scope of Work. The City agrees that the District and City may both have access to and use of all work product developed under the Scope of Work. 1.7 The City shall ensure the Scope of Work is completed to both Parties’satisfaction. 1.8 Both Parties agree that undisputed consultant invoices from the consultant performing work pursuant to the Scope of Work will be paid 90% by the District, and 10% by the City. The District’s total for all payments shall not exceed $1,800,000, unless a higher amount is agreed to by the District in the form of a written amendment to this AGREEMENT. The City’s estimated Page 3 of 191918 3 6053857 costs for the consultant to complete the Scope of Work, including development of the Strategic Plan, is $2,000,000. The City shall not approve any expenditure exceeding this amount without the District’s written consent. 1.9 The term of this AGREEMENT is from the date of its execution through the consultant’s completion of the Scope of Work.The Consultant Contract is expected to be executed in December 2016 and is estimated to terminate on the latter of December 2020,or the date the Scope of Work is completed by the consultant. If it is deemed necessary, the Consultant Contract may be extended and additional funding added upon the approval of both:the City’s Assistant Public Works Director in accordance with the City’s protocol for extending and adding funds in contracts,and the District’s Chief Executive Officer in accordance with the District’s policies. SECTION II DUTIES 2.1 The District and City shall adhere to the following procedures for the City’s invoicing and the District’s payment of the City’s invoices for the District’s 90% contribution towards the payment of consultant invoices for professional services provided pursuant to the Consultant Contract: a.The City agrees to invoice the District in arrears for the tasks described in the Scope of Work that were completed and invoiced by the consultant per the terms of the Consultant Contract, on a monthly basis.The City’s invoice shall include a copy of the consultant’s invoice for which the City seeks the District’s 90% cost share contribution, and a statement that the City has reviewed the consultant’s invoice and as determined that it is accurate and reflects the services to be provided under the Scope of Work.Upon request by the District, the City shall provide the District with any deliverables or work product prepared by the consultant to enable the District to evaluate whether the amount the consultant invoiced for services rendered under the Scope of Work is reasonably justified. The City’s invoices shall specify the total portion of the District’s $1,800,000 not-to-exceed commitment that has been billed as of the invoice date. b.The District agrees to review the consultant’s invoice, services and deliverables to determine if the task(s) invoiced by the Consultant are within the Scope of Work and completed in a manner satisfactory to the District. Subject to a $1,800,000 not-to- exceed amount, the District agrees to pay to the City 90% of the amounts stated in all undisputed consultant invoices within 45 days from the date the District receives a City invoice for that amount.If the District disputes any portion of the City’s invoice, District shall provide the City with a written explanation of why it does not believe the invoiced amount is appropriate.Both Parties agree to confer in good faith towards resolution of concerns regarding disputed consultant invoices, and both Parties will endeavor to resolve all disputed consultant invoices within 30 days from the date District provides its written explanation of its dispute. c.If the District determines it will be late making a payment,it shall notify the City's Director of Public Works in writing at least two business days before the payment’s due date of its intent to make a late payment, including the date of when the payment will be made.In recognition of the fact that the City will invoice the District in arrears, monthly, for the consultant’s work, the District agrees that no undisputed payment will be submitted to the City more than 60 days late. c. d.If the City does not receive an undisputed payment within the due dates set forth in Page 4 of 191918 4 6053857 subsections (b) and (c) of this Section 2.1, the City shall provide the District with written notice of the late payment. The District shall have a grace period of 30 days from the date it receives such written notice to pay the undisputed payment. If the District fails to make such payment within the 30 day grace period, the City may terminate this Agreement.Termination of this Agreement will be in addition to, and not in lieu of, other remedies available to the City. SECTION III INDEMNIFICATION AND INSURANCE 3.1 In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, District and City agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Party,including its officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees, or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such Party under this AGREEMENT. No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other Party under this AGREEMENT. 3.2 District and the City shall each require any consultant, contractor, or any other person or entity performing any part of the Scope of Work to secure and maintain in full force and effect at all times while undertaking the work and until the work is accepted by District and City, public liability and property damage insurance, errors and omission insurance,and other insurance in forms and limits of liability acceptable to both City and District, naming City and District and their respective officers, employees and agents as additional insured from and against all damages and claims, loss, liability, cost or expense arising out of or in any way connected with performing the Scope of Work. SECTION IV ADDITIONAL PROVISIONS 4.1 A Party's waiver of any term, condition or covenant, or breach of any term, condition, or covenant shall not be construed as a waiver of any other term, condition or covenant or breach of any other term, condition or covenant. 4.2 This AGREEMENT contains the entire AGREEMENT between DISTRICT and CITY relating to the cost sharing and completion of the Scope of Work, including development of the Strategic Plan. Any prior agreements, promises, negotiations, or representations not expressly set forth in this AGREEMENT are of no force or effect. 4.3 If any term, condition or covenant of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this AGREEMENT shall be valid and binding on DISTRICT and CITY. 4.4 This AGREEMENT shall be governed and construed in accordance with the laws of the State Page 5 of 191918 5 6053857 of California. 4.5 This AGREEMENT may be executed in counterparts and will be binding as executed. 4.6 The term of this AGREEMENT will commence upon execution of the AGREEMENT by both Parties and terminate upon the completion of the Scope of Work by City and District and receipt by City of payment in full by District. 4.7 All changes or extensions to this AGREEMENT must be in writing in the form of an amendment approved by both Parties. 4.8 This AGREEMENT is entered into only for the benefit of the Parties executing this AGREEMENT and not for the benefit of any other individual, entity, or person. 4.9 Either District or City may terminate the AGREEMENT at any time prior to award of the Consultant Contracts upon a thirty (30) day written notice. Once the Consultant Contract has been awarded, the AGREEMENT can be terminated only upon the mutual written consent and terms acceptable to both Parties. SECTION V NOTICES 5.1 Notices given under this AGREEMENT may be delivered by first class mail addressed to the appropriate Party at the following addresses: TO DISTRICT:Santa Clara Valley Water District 5750 Almaden Expressway San Jose, CA 95118 Attn: Hossein Ashktorab, Manager, Recycled and Purified Water Program TO CITY:City of Palo Alto Department of Public Works, RWQCP 2501 Embarcadero Way Palo Alto, CA 94303 Attn: Karin North, Watershed Manager IN WITNESS WHEREOF, the Parties have executed this AGREEMENT as of the date first set forth above. Page 6 of 191918 6 Attachment B 6053857 City of Palo Alto Signature: Name: Title Approved as to form and legality: Santa Clara Valley Water District Signature: Norma J. Camacho Interim Chief Executive Officer Approved as to form and legality: Signature: Signature: Amy Bartell Anthony T. Fulcher Senior Deputy City Attorney Senior Assistant District Counsel Page 7 of 191918 7 Attachment B 6053857 Attachment A Scope of Work for the Consultant Contract The City of Palo Alto (Palo Alto or City) currently supplies tertiary-treated recycled water to several City-owned parks and facilities,Caltrans, a commercial fill truck standpipe at the City of Palo Alto Regional Water Quality Control Plant (RWQCP), and the City of Mountain View. Part of the project under consideration entails business plan development and preliminary design of a pipeline that would expand the use of tertiary recycled water to large landscape areas and potential dual plumbing systems in South Palo Alto including the Stanford Research Park. The Palo Alto City Council (Council) certified the Program Environmental Impact Report (EIR) on September 28, 2015. http://www.cityofpaloalto.org/civicax/filebank/documents/49079 The City, as lead, in collaboration with the Santa Clara Valley Water District (District) now seeks a CONSULTANT to conduct numerous recycled water preliminary planning studies as well as to usher Phase III of the recycled water system expansion through financial planning, preliminary design and funding, culminating in a Recycled Water Strategic Plan. GENERAL The CONSULTANT shall act as the project manager for Phase III of the recycled water delivery system, an expansion to the Stanford Research Park. The CONSULTANT shall also support the City and District’s efforts to produce a Recycled Water Strategic Plan. The project requires the CONSULTANT to have a breadth of knowledge and experience to provide various services as described below.The CONSULTANT team should have experience in grant-writing for state and federal funds and possess a full spectrum of engineering and financial planning expertise. The CONSULTANT must be knowledgeable of laws and regulations related to recycled water and water rate-making including California Proposition 218. The CONSULTANT shall put together a flexible team with flexible time allocation to accommodate the needs of the project. The CONSULTANT’s project manager will report to Samantha Engelage, City of Palo Alto Engineer. The CONSULTANT is not expected to navigate the projects through City processes, but is expected to provide all needed support documents. The CONSULTANT team shall keep its work properly organized at all times. As much as possible, records shall be in electronic format compatible with the RWQCP’s software. Records of work will be available to the RWQCP and District at all times, and the City will have ownership rights of all records and documents. The CONSULTANT will not share City and District documents or information with anyone outside of the organizations, except the CONSULTANT program team, without the City and District’s written approvals.Any preliminary design performed by CONSULTANT under this Agreement will be the property of the City and District and they have the right to allow the design engineer to use the preliminary design documents to complete the final design. TASK DESCRIPTIONS Task 1.0 Project Coordination & Administration ·CONSULTANT shall provide management of all task activities under this Agreement, including project team assignments; meeting preparation and attendance; maintenance and monitoring of the budget and schedule; quality assurance and quality control of all deliverables; and coordination of all sub-consultants. ·Consultant shall develop a work flow diagram with key decision points noted. ·CONSULTANT shall make Task 2.0 a priority for completion and meet the following deadlines: o Task 2.3 and 2.4 to be completed no later than 6 months from approval of Task 2.1 o Research and identification of near-term funding sources as defined under Task Page 8 of 191918 8 Attachment B 6053857 2.5 shall be completed within 3 months from completion of Task 2.1 o Task 3.1 completed no later than 3 months from issuance of the Notice to Proceed o Task 3 subtasks (optional tasks excluded) completed no later than 18 months from issuance of Notice to Proceed. o Task 3 optional subtasks completed no later than 9 months of written authorization to proceed from the City and District o All other tasks shall be completed by December 31, 2020. ·CONSULTANT shall set deadlines for funding, permitting, and preliminary design. ·CONSULTANT shall attend and coordinate routine update meetings with the City, District, and other stakeholders to occur no less than quarterly throughout the project. ·CONSULTANT shall develop and maintain a comprehensive overall project budget tracking system for the project. Task 1.1 Project Coordination & Administration Deliverables ·CONSULTANT shall produce a master schedule for the project including phasing of work, critical paths, and milestones. ·CONSULTANT shall provide the City and District with summary minutes and supplemental materials used during the update meetings no later than five (5) working days from the update meeting. ·CONSULTANT shall provide progress, schedule, and budget updates to City and District staff on a monthly basis and as requested by the City and District. Task 1.2 Optional Tasks ·CONSULTANT shall conduct the Optional tasks only at City and District discretion and upon written notification by the City. Optional Task 1.2 Stakeholder Meetings o A Stakeholder meeting shall be held at 80 and 95 percent project completion. o CONSULTANT shall present project progress results to stakeholders at 80 and 95 percent project completion. CONSULTANT shall incorporate feedback provided by the City, District, and other stakeholders at the progress presentations. Stakeholders include, but are not limited to, residents,nongovernmental organizations, the RWQCP partner agencies, and the San Francisco Bay Regional Water Quality Control Board. Task 2.0 Recycled Water Phase III Expansion Project Task 2.1: Phase III Expansion Work Plan ·Prior to conducting any work on this task, CONSULTANT shall produce a draft work plan detailing the proposed course of action to meet the task requirements for City and District approval. ·CONSULTANT shall present the work plan to the City and District during a meeting to be held within ten (10) working days of draft submittal. The City and District will provide comments within fourteen (14) working days of draft submittal. ·CONSULTANT shall provide revised work plan to the City and District within five (5) working days of receiving comments. ·City and District will approve/disapprove of the revised work plan within five (5) working days of receiving the finalized work plan and CONSULTANT shall then Page 9 of 191918 9 Attachment B 6053857 commence work on the tasks or commence work on a revised work plan that addresses the reasons for the City and/or District’s disapproval, as applicable. Task 2.2: Phase III Expansion Project Coordination and Planning ·CONSULTANT shall produce a master schedule for Task 2.0 including the phasing of work, critical paths, and milestones specific to the Phase III Expansion Project. ·CONSULTANT shall set deadlines for business plan, design, permitting, and securing outside funding specific to the Phase III Expansion Project. ·CONSULTANT shall develop and maintain a comprehensive overall task budget tracking system specific to the Phase III Expansion Project. ·CONSULTANT shall provide progress, schedule, and budget updates to City and District staff on a monthly basis, for the duration of Task 2.0 and no later than 6 months from the issuance of the Notice to Proceed. Task 2.3 Phase III Expansion Business Plan Development ·CONSULTANT shall produce a 20-year annual recycled water demand projection for the project area (refer to other attachment for Phase III Background & Map)taking into account potential changes in landscaping, land use, new dual-piped buildings coming online, groundwater recharge, indirect potable reuse, direct potable reuse, and other future potential changes in demand with the possibility of advanced treatment options. ·CONSULTANT shall perform risk assessment of the Phase III Expansion cost- effectiveness taking into account all the potential changes in demand, the potential changes in current water source costs and availability, as well as several scenarios for secured external funding. ·CONSULTANT shall identify and calculate a value for other potential uses for the pipeline if the risk assessment finds that there is a nontrivial possibility that the Phase III Expansion could prove not cost-effective in the future. o In coordination with Task 3.3, CONSULTANT shall include in Task 2.3 a high- level, feasibility evaluation of utilizing the Phase III expansion for IPR/DPR within Palo Alto and focused on Palo Alto utilization. As part of this, CONSULTANT shall include a high-level feasibility evaluation of the routing of a dedicated IPR pipeline in Palo Alto that would benefit potential future groundwater production in Palo Alto. In addition, CONSULTANT shall evaluate the potential challenges of siting a DPR treatment plant at the RWQCP site including but not limited to: space requirements for additional treatment steps and minimum likely storage requirements for DPR-treated water before entering the drinking water distribution system. ·CONSULTANT shall integrate the factors of the risk assessment to develop cost-based recycled water rates and fees given several scenarios and subject to Proposition 218 requirements. ·CONSULTANT shall integrate the factors of the risk assessment to provide a business plan for the Phase III Pipeline Expansion. Task 2.4 Phase III Expansion Preliminary Design ·CONSULTANT shall produce a preliminary (15 percent) engineering design that will focus on defining concepts for trenchless crossings and pump station development with the City identifying up to two alternative supply pump station and booster pump station sites and two Zone 2 sites for evaluation. CONSULANT shall include minor updates to Page 10 of 191918 Attachment B 6053857 the 2008 Facilities Plan for other Phase III elements, as requested by City. ·CONSULTANT shall utilize the 2008 Recycled Water Facility Plan (found at: http://www.cityofpaloalto.org/civicax/filebank/documents/15103), the 2015 EIR (found at: http://www.cityofpaloalto.org/gov/depts/utl/residents/resources/water_resources/recycled _water.asp) and Dec 2014 South Bay Water Recycling –Strategic and Master Planning Report (found at: http://www.valleywater.org/EkContent.aspx?id=184&terms=recycled+water. ·CONSULTANT shall coordinate and provide information needed for environmental documents. ·CONSULTANT shall produce a Class 4 project cost estimate given preliminary design per AACE International Classification System. The cost estimate shall be appropriate for a project definition of 15 percent and an expected accuracy of -15 to +20 percent. Task 2.5 Phase III Expansion Securing of Outside Funding ·CONSULTANT shall research and identify near-term funding sources for the Phase III Expansion Project as outlined in the 2008 City of Palo Alto Recycled Water Facility Plan. ·CONSULTANT shall complete all necessary work to apply for funding on behalf of the City and District leveraging past successful grant funding received. ·CONSULTANT shall track all applications and provide additional information or materials as needed. ·CONSULTANT shall maintain and submit all reports necessary to claim any secured funding. ·CONSULTANT shall maintain a clear, organized record of all applications and all secured funding specific to the Phase III Expansion Project. ·CONSULTANT shall coordinate and strategize applications for funding the Phase III Expansion Project in light of other tasks under this Agreement and potential collaborative funding opportunities. Task 2.6 Phase III Expansion Deliverables ·CONSULTANT shall produce a Task 2.0 Work Plan per Task 2.1. ·CONSULTANT shall produce & update a Task 2.0 Schedule per Task 2.2. ·CONSULTANT shall consolidate results from Tasks 2.3 –2.4 into a standalone Phase III Expansion Business Plan, Preliminary Design, & Secured Funding Effort Report, including a summary of the efforts undertaken in Task 2.5 to date. ·CONSULTANT shall provide the City and District with draft reports at 80 and 95 percent completion for review. CONSULTANT shall incorporate feedback from City and District for each of the above reports into subsequent draft and final reports. Task 2.7 Optional Tasks ·CONSULTANT shall conduct optional tasks only at the City’s discretion, with District concurrence, and upon written notification by the City and District. Optional Task 2.7.a Phase III Expansion Extended Design for Project Definition of 30 to 40 percent ·CONSULTANT shall produce an engineering design consistent with 30 to 40 percent Page 11 of 191918 Attachment B 6053857 project definition that will focus on the pipeline, including tree reconnaissance and alignment refinement. ·CONSULTANT shall provide recommendations of key points and specifications for full construction bid package. ·CONSULTANT shall produce a Class 3 cost estimate according to AACE International Classification System with an accuracy of ± 10 percent. ·CONSULTANT shall provide City and District with construction draft design documents at 80, and 95 percent completion for review. ·CONSULTANT shall incorporate feedback from City and District for each of the above items into subsequent draft designs no later than ten (10) working days after submittal. ·CONSULTANT shall identify and evaluate any CEQA and other potential regulatory requirements that may apply to the future construction and operation of the proposed pipeline expansion using the EIR completed in 2015. ·CONSULTANT shall include a CEQA checklist, if needed, and a list of permits required for construction. ·CONSULTANT shall provide recommendations of key points for full design bid package. Task 3.0 Northwest County Indirect Potable Reuse Feasibility Study The purpose of the Indirect Potable Reuse (IPR) Feasibility Study is to compile baseline information on the current condition of aquifers in northwestern Santa Clara County and adjacent areas, including sources and quantities of recharge, groundwater pumping, and water quality. This information will be used to evaluate whether increased groundwater utilization by the City is viable, and if so, to evaluate the feasibility of indirect potable reuse of advanced treated recycled water. This study will also evaluate impacts to groundwater resources from potential pumping or recharge projects to ensure continued sustainable groundwater management. Task 3.1 Work Plan & Schedule ·Prior to conducting any work on this task, the CONSULTANT shall produce a draft work plan detailing the proposed course of action and schedule to meet the task requirements and incorporating stakeholder feedback and comments for City and District approval. ·CONSULTANT shall include in the work plan, amongst other details, an outline of the needed elements for the assessment under Task 3.2. ·CONSULTANT shall present the work plan to the City, District, & stakeholders during a meeting to be held within ten (10) working days of draft submittal. The City, District, & stakeholders will provide comments within fourteen (14) working days of draft submittal. ·CONSULTANT shall provide revised work plan to the City & District within five (5) working days of receiving comments. ·City & District will approve/disapprove of the revised work plan within ten (10) working days of receiving the finalized work plan and CONSULTANT shall then commence work on the tasks or commence work on a revised work plan that addresses the reasons for the City and/or District’s disapproval, as applicable. Task 3.2 Groundwater Use Assessment ·CONSULTANT shall review and analyze currently available information and data on the Santa Clara and San Mateo Plain Subbasins (California Department of Water Resources Basins 2-9.02 and 2-9.03, respectively) in the RWQCP service area (Palo Alto, Stanford, Mountain View, Los Altos, Los Altos Hills, and East Palo Alto). The review and analysis Page 12 of 191918 Attachment B 6053857 topics will include groundwater and surface water divides, recharge areas, water quality, and the general structure of the aquifers, aquitards, and other geologic units, general groundwater quality, as well as other relevant information. o This assumes that data will be available from San Mateo County and that the City will provide available data on its potable supply wells. o This assumes that data is available in electronic formats (i.e., Excel, Access) and that this evaluation will rely on existing data and reports. ·CONSULTANT shall evaluate the hydrogeology and groundwater conditions in the RWQCP service area and surrounds, including defining the aerial extent, thickness and hydraulic properties of subsurface layers, surface water/groundwater interaction, quantifying seasonal fluctuations in upper and lower aquifer groundwater levels, inflows and outflows, basin storage, and evaluating hydraulic connectivity between the upper and lower aquifers and between adjacent subbasins. ·CONSULTANT shall provide a groundwater balance analysis focusing on the City in addition to the analyses above for the RWQCP service area. The groundwater system is comprised of multiple water-bearing zones, and the analysis shall include the identification and estimate of inflows and outflows in the different zones (e.g., in the shallow aquifer and deeper production aquifer).The groundwater balance analysis shall also include a schematic diagram showing the conceptual aquifer system, and uncertainty analysis. The analysis shall identify significant sources of groundwater inflows and outflows, including, but not limited to, natural and managed recharge, private and municipal wells, groundwater remediation systems, temporary and on-going dewatering sites, and surface water/groundwater interactions, as well as an evaluation of the extent which shallow groundwater recharges the deeper aquifer(s). ·CONSULTANT shall include geologic cross sections using existing data (e.g., well boring logs) that delineate water-bearing zones, aquitards, and depth to bedrock. ·CONSULTANT shall evaluate the feasibility of increased pumping to meet 25, 50, or 100 percent of the City’s water demands and identify additional infrastructure needed to meet demands at each level. ·CONSULTANT shall evaluate whether increased pumping at these levels would result in adverse impacts, including excessive drawdown in adjacent wells, regional land subsidence, salt water intrusion, significant depletions of surface water, or drawing contaminants from known contaminant release sites into municipal wells (e.g. Superfund sites, dry cleaners, fuel leaks, and other toxic release sites). ·CONSULTANT shall evaluate different water year (hydrologic) scenarios and potential increased pumping in adjacent cities in conjunction with evaluating the feasibility of increased pumping to meet the City’s future water demands. ·CONSULTANT shall identify data gaps and recommendations for further study as it relates to increased groundwater use. Task 3.3 Indirect Potable Reuse (IPR) Feasibility Evaluation ·CONSULTANT shall identify current natural groundwater recharge areas in the northwestern Santa Clara Subbasin, and identify potential areas for artificial recharge based on favorable geological conditions within the RWQCP’s service area. ·CONSULTANT shall identify areas within the RWQCP’s service area that fall within the northwest Santa Clara Subbasin on the scale of acres (versus parcel) of highest recharge, quantify recharge rates, identify current and near-term groundwater demand, and assess potential for IPR. Page 13 of 191918 Attachment B 6053857 ·CONSULTANT shall evaluate IPR from the perspective of the City as a utility as well as that of the RWQCP as a wholesaler. In the IPR utility evaluation, the CONSULTANT shall evaluate based on the City of Palo Alto borders and projected uses. In the IPR wholesaler evaluation, the CONSULTANT shall evaluate based on the RWQCP as a regional plant with multiple partners. The wholesaler evaluation will include a look at the potential intertie with Sunnyvale and East Palo Alto IPR opportunities. ·CONSULTANT shall provide schematics (e.g., maps and cross sections) indicating identified locations. ·CONSULTANT shall perform screening level calculations using Darcy’s law or similar approach to evaluate the movement and underground retention time of IPR water. ·CONSULTANT shall review the potential for IPR projects to create nuisance conditions by raising the water table into basements, elevator shafts, underground parking, street undercrossings, or flooding storm drains and sanitary sewers. ·CONSULTANT shall determine water quality parameter guidelines for IPR recycled water that would not adversely affect groundwater quality in the basin and ensure consistency with basin management objectives as defined in the 2012 Groundwater Management Plan prepared by the District, or subsequent versions. ·CONSULTANT shall evaluate the potential for IPR to introduce contaminants into the aquifer as well as evaluate the potential to increase mobilization and/or dissolution of contaminants. Contaminants of concern include salts, emerging contaminants, petroleum hydrocarbons and chlorinated hydrocarbons. Naturally-occurring compounds of potential concern may include arsenic, selenium and chromium and other metals. ·CONSULTANT shall evaluate the potential for injected or percolated water to discharge into creeks. ·CONSULTANT shall utilize existing data including that from the City emergency groundwater wells, the District well monitoring, the State Water Resources Control Board’s GeoTracker database, and other existing databases. This assumes that the District will provide assistance in acquiring District data in electronic format (i.e., Excel, Access) and will agree to share the data developed to date for the District’s IPR Study (model refinements are ongoing and subject to change during the course of this project). ·CONSULTANT shall identify possible IPR scenarios (e.g., injection wells, percolation ponds, etc.) that should be evaluated in more detail in subsequent studies for potential application in the identified potential IPR areas. ·If IPR is determined to be feasible, CONSULTANT shall produce a recommended implementation strategy for IPR within the portions of the RWQCP service area that fall within the northwest Santa Clara Subbasin. ·CONSULTANT shall include in the implementation strategy an overview of required permits and a CEQA checklist, other IPR regulatory constraints, monitoring requirements, on-going maintenance requirements, and associated cost estimates. ·CONSULTANT shall provide Class 5 cost estimates per AACE International Classification System. The cost estimate shall be appropriate for a feasibility study for a project definition of 0 –2 percent and an expected accuracy of -50 to + 100 percent. ·CONSULTANT shall identify data gaps and recommendations for further study. Task 3.4 Groundwater Study Deliverables ·CONSULTANT shall produce a Task 3 Work Plan & Schedule per Task 3.1. ·CONSULTANT shall produce a Groundwater Use Assessment Report per Task 3.2. ·CONSULTANT shall consolidate results from Tasks 3.2 –3.6 into a standalone Page 14 of 191918 Attachment B 6053857 Northwestern Santa Clara County Indirect Potable Reuse Feasibility Study Report. o CONSULTANT shall provide the City, District, & stakeholders with draft reports at 80 and 95 percent completion for review. o CONSULTANT shall incorporate feedback from the City, District, & stakeholders into each of the Reports above and into subsequent draft and final reports. Task 3.5 Refined Numerical Groundwater Model ·The model elements and format shall be proposed by the CONSULTANT via a work plan incorporating stakeholder feedback and comments, to be approved by the City and District prior to beginning this task. ·CONSULTANT shall use the hydrogeologic evaluation completed under Task 3.2 to develop a numerical groundwater model or refine an existing numerical groundwater model for use in forecasting future impacts to the aquifers, and for making calculations to satisfy regulations related to groundwater replenishment reuse projects (e.g. travel times). Future impacts could include those due to increased groundwater development, groundwater replenishment, wet and dry year extremes, or a combination thereof. Adequate model calibration to measured data (e.g., water levels) per industry standards (e.g. ASTM 5981-96) must be demonstrated to the satisfaction of the District and City. ·CONSULTANT shall propose and evaluate up to five (5) potential groundwater use scenarios, in addition to a baseline scenario reflecting current groundwater demand under dry, average and wet water years. ·CONSULTANT shall determine artificial recharge rates sufficient to maintain the system in balance under each scenario in the event natural recharge is not sufficient. Task 3.6 IPR Modeling Scenarios & Parcel Identification ·The model scenarios and identification format/procedure shall be proposed by the CONSULTANT via a work plan incorporating stakeholder feedback and comments to be approved by the City and District prior to beginning this task. ·CONSULTANT shall use the Refined Numerical Groundwater Model produced under Task 3.5 to run different IPR scenarios to ultimately identify ideal IPR opportunities (e.g., salt water intrusion mitigation, injection wells, percolation basins, etc.) and consider regulatory constraints to identify potential parcels for IPR projects. Task 3.7 Optional Tasks ·CONSULTANT shall conduct optional tasks only at the City’s discretion, with District concurrence, and upon written notification by the City and District. Optional Task 3.7.a Fulfilling Data Gaps in Numerical Groundwater Model ·CONSULTANT will identify data needed to complete the numerical groundwater model in Task 3.5 and prepare a work plan for a field investigation to satisfy the data requirements. The work plan shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. ·CONSULTANT shall conduct the field investigation identified in the work plan and document the results in a standalone report. Optional Task 3.7.b IPR Strategic Plan ·The exact content and format of the plan shall be proposed by the CONSULTANT via Page 15 of 191918 Attachment B 6053857 a work plan incorporating stakeholder feedback to be approved by the City and District prior to beginning this task. Task 4.0 Recycled Water Strategic Plan The ultimate goal of this study component is to produce a guideline for an alternative reliable water supply for the RWQCP service area and adjacent cities, to augment supplies with recycled water during droughts or other hydrologic events, and to increase the reliance on locally available water supplies such as recycled water. Task 4.1: Recycled Water Strategic Plan Work Plan & Schedule ·Prior to conducting any work on this task, the CONSULTANT shall produce a draft work plan detailing the proposed course of action and schedule to meet the task requirements, and incorporating stakeholder feedback and comments, for City and District approval.. ·CONSULTANT shall present the work plan to the City, District, & stakeholders during a meeting to be held within five (5) working days of draft submittal. The City, District, & stakeholders will provide comments within fourteen (14) working days of draft submittal. ·CONSULTANT shall provide revised work plan to the City & District within five (5) working days of receiving comments. ·City & District will approve/disapprove of the revised work plan within ten (10) working days of receiving the finalized work plan and CONSULTANT shall then commence work on the tasks or commence work on a revised work plan that addresses the reasons for the City and/or District’s disapproval, as applicable. Task 4.2: Recycled Water Strategic Plan Evaluations ·CONSULTANT shall develop a comprehensive Recycled Water Strategic Plan, including feasibility report that meets the requirements of WTR11-01, Reclamation Manual; Directives and Standards. ·CONSULTANT shall review the 1992 Recycled Water Master Plan and identify potential new water recycling customers within the RWQCP service area and adjacent areas. ·CONSULTANT shall incorporate key findings from Tasks 2.0 –3.0, the Advanced Water Purification System Feasibility Study, the Mountain View Recycled Water Expansion & Sunnyvale Intertie Projects, the District’s previous studies of stream augmentation, the City’s previous studies of contaminants of emerging concern, and other relevant studies conducted by the City, District, and other agencies into the Recycled Water Strategic Plan. ·CONSULTANT shall evaluate and develop rate structures to address cost recovery and encourage recycled water use,in compliance with the requirements of Proposition 218, as applicable. ·CONSULTANT shall also evaluate the long-term financial viability of the RWQCP Recycled Water Program given various scenarios of potable and non-potable recycled water demand, partnerships, and rates. ·CONSULTANT shall include at a minimum the following evaluations: o Existing recycled water demand (as defined as that projected through 2020) in the RWQCP service area and adjacent areas. o Future recycled water demands (as defined as that projected through 2030 and divided up into 5-year increments) within the RWQCP service area and adjacent areas (e.g., Sunnyvale intertie, etc.). o Recycled water use for potable reuse, non-potable reuse, and stream-flow Page 16 of 191918 Attachment B 6053857 augmentation within the RWQCP service area and adjacent areas and incorporate a ranking/ evaluation system to help prioritize future commitments and projects. o Identifying and recommending technologies that may further improve recycled water quality by incorporating the Advanced Water Purification System Feasibility Study and how these projects could be linked to the RWQCP’s Long Range Facilities Plan. o Developing revenue and market projections based on current (2020) conditions and an expanded distribution system (2030) throughout the RWQCP service area and adjacent areas o Summary of funding opportunities discovered under Task 5.0 and a summary of the statewide regulatory constraints tracked by the District. o Identification of opportunities for regional coordination and interconnections including an analysis of efficiencies realized by using interconnections. o Summary of the agreements that would be required to achieve recommended regional interconnections and additional expansion taking into account local policies in addition to agreements to support recycled water and interconnections. Task 4.3 Recycled Water Strategic Plan Deliverables ·CONSULTANT shall produce a Task 4 Work Plan & Schedule per Task 4.1. ·CONSULTANT shall consolidate results from Tasks 4.2 into a standalone Recycled Water Strategic Plan report. o CONSULTANT shall provide a report that can be used as a feasibility report that could be sent by the City to the Bureau of Reclamation for review and approval. o CONSULTANT shall incorporate any comments from the Bureau of Reclamation and issue a Project Feasibility Report. o CONSULTANT shall provide the City, District, & stakeholders with draft reports at 80 and 95 percent completion for review. o CONSULTANT shall incorporate feedback from the City, District, & stakeholders into each of these reports and into subsequent draft reports. Task 4.4 Optional Tasks ·CONSULTANT shall conduct optional tasks only at the City’s discretion, with District concurrence, and upon written notification by the City and District. Optional Task 4.4.a Mountain View Project Alignment o CONSULTANT shall conduct additional analyses as needed to incorporate work conducted separately by Mountain View on recycled water expansion into Task 4.2. Optional Task 4.4.b RWQCP Wholesaler Business Plan o The business plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. o CONSULTANT shall develop a business plan for RWQCP being a wholesaler of recycled water within South San Mateo County. Optional Task 4.4.c Assistance in Partner Agreements o CONSULTANT shall, as needed, draft partner agreements between different agencies on recycled water pipeline expansion projects. Page 17 of 191918 Attachment B 6053857 Optional Task 4.4.d Facility Assessment Plans o The plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and to be approved by the City and District prior to beginning this task. o CONSULTANT shall develop facility assessment plans for expanding recycled water within East Palo Alto, Stanford, Los Altos Hills, and Los Altos. Optional Task 4.4.e Business Plan –East Palo Alto and East Menlo Park o The business plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. o CONSULTANT shall develop a business plan for expanding recycled water within East Palo Alto and East Menlo Park. Optional Task 4.4.f Business Plan –Los Altos o The business plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. o CONSULTANT shall develop a business plan for expanding recycled water within Los Altos. Optional Task 4.4.g Business Plan –Los Altos Hills o The business plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments and be approved by the City and District prior to beginning this task. o CONSULTANT shall develop a business plan for expanding recycled water within Los Altos Hills. Optional Task 4.4.h Business Plan –Stanford o The business plan elements and approach shall be proposed by the CONSULTANT via a work plan which shall incorporate stakeholder feedback and comments to be approved by the City and District, prior to beginning this task. o CONSULTANT shall develop a business plan for expanding recycled water to Stanford. Task 5.0 Funding Identification & Assistance ·CONSULTANT shall research and identify possible funding sources for the numerous recycled water projects under this scope of work, with funding for Phase III design and construction the priority. ·CONSULTANT, at the direction of the City and District, shall complete all necessary work to apply for funding on behalf of the City, District, and/or RWQCP partner agencies. The City and District will be responsible for compilation and submittal of subsequent administrative reports from any granted funding. ·CONSULTANT shall track all applications and provide additional information or materials as needed. Page 18 of 191918 Attachment B 6053857 ·CONSULTANT shall maintain and submit all reports necessary to claim any secured funding. ·CONSULTANT shall coordinate and strategize applications for funding in light of all tasks under this Agreement, City and District projects occurring simultaneously outside of this Agreement, as well as potential collaborative funding opportunities with other agencies. Task 5.1 Funding Identification & Assistance Deliverables ·CONSULANT shall produce and update a tracking sheet/record of funding opportunities, pending applications, & schedules under Task 5.0. ·CONSULTANT shall provide the City and District with copies of all submitted applications produced under Task 5.0. o CONSULTANT shall provide the City and District with draft applications for review and approval prior to submission. Task 6.0 Regulatory Support & Regional Coordination ·CONSULTANT shall develop an overarching regulatory strategy for coordination with key regulatory agencies (e.g., Regional Water Quality Control Board and the State Board Division of Drinking Water). The goal of which will be to assess the regulatory agencies’ comfort level with the proposed reuse plans and also to understand the technical data the agencies will expect to see during the permitting phase. ·CONSULTANT shall prepare applications and regulatory documents as needed and assist with permitting process. ·CONSULTANT shall update the City and District with respect to any relevant compliance requirements. ·CONSULTANT shall, upon City and District direction, aid in drafting of new ordinances or amending existing ordinances to encourage recycled water use. ·CONSULTANT shall evaluate regional opportunities to promote the use of recycled water within Santa Clara and South San Mateo Counties. Task 7.0 Public Outreach ·CONSULTANT shall, at the discretion of the City and District, prepare informational material in collaboration with City & District Outreach Staff and assist staff with reports, presentations, and workshops for City management, District Board of Directors, City Commissions and Committees, City Council and RWQCP partner agencies as needed. ·CONSULTANT shall, as needed, provide administrative and/or technical support at public outreach events. ·CONSULTANT shall assist, as needed, in educational campaigns and stakeholder meetings on the benefits of recycled water to increase public perception and awareness of the potential expansion opportunities. Task 7.1 Public Outreach Deliverables ·CONSULTANT shall produce and update a tracking sheet of outreach conducted throughout the year under Task 7.0 and provide the record to the City & District each year of the contract by December 31 of that year. o Tracking sheet shall include at a minimum the location, date, name, number of people, event theme, and any provided materials for each outreach event. ·CONSULTANT shall provide the City & District with electronic copies of all Page 19 of 191918 Attachment B 6053857 produced outreach materials.