Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
18-094 Kayuga Solution, Water System Asset Planning & Valuation for the Cupertino Municipal Water System
CITY OF m DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH KA YUGA SOLUTION CUPERTINO 1. PARTIES This Agreement is made and entered into as of _ _..._lA--'-'(i'-"'lk-'-S-'-11--------'U~f-"'--i _________ _ ("Effective Date"), by and between the City of Cupe1tin oi>a municipal corporation ("City"), and Kayuga Solution ("Consultant"), a Corporation for Water System Asset Planning & Valuation for the Cupertino Municipal Water System ("Project"). 2. SERVICES 2 .1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A , and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto , or as otherwise expressly rejected by City . 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services , or the Proposal ("Additional Services "). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services , except and onl y to the extent otherwise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services , unless otherwise stated in writing. The Services may be divided into separate sequential tasks , as further specified in this Agreement, the Scope of Services , and Consultant's Proposal. Consultant is solely responsible for its en-ors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay , liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on Februaiy 1, 2019 unless terminated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance , attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks , Consultant must begin work on each separate task upon receiving City 's Notice to Proceed ("NTO "), and must complete each task within the time specified in Exhibit B. City Projecl Wa ter Sy s/em Assel Planning & Valuation/or Cup ertin o Municipal Wat er System Desig n Profess ional Agreement (s in g le) /Rev. Dec. 201 7 Pa ge I o f 10 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time , resources , and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services , if approved, a cumulative total amount that will be capped so as not to exceed $350,000 ("Contract Price"), as specified in Exhibit C, Compensation , attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant 's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 328 ,416 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to , subConsultant's costs , materials , supplies , equipment, travel , taxes, overhead and profit. If the Basic Services are not fully completed , Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City 's reasonable satisfaction. 4.3 Additional Services. City has the discretion , but not the obligation, to authorize Additional Services up to an amount not to exceed $21 ,584 . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses , in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead , with no markup or surcharge ("Reimbursable Expenses "). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges , employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services . The invoice must separately itemize and provide subtotals for Basic Services and Additional Services , and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of an y disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis , each invoice must also include , for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person ; (iii) the time spent per person , in 30 minute increments ; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. City Project Wa ter System Asset Planning & Va lu ation for Cupe rtino Munic ipal Wate r Sys tem Des ign Prof ess iona l Agreem ent (s ing le) /Rev. Dec. 2 01 7 Page 2 of 10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set fo1th in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible , dated receipts for Reimbursable Expenses . 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits , worker 's compensation , retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area . Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City 's reasonable satisfaction . 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed , registered , and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License . 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers ' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5. 7 Errors and Omissions. Consultant is solely responsible for its errors and omissions .and those of its SubConsultants , and must take prompt measures to avoid , mitigate , and correct them at its sole expense . 6. PROPRIETARY /CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use City Project Water System Asset Planning & Va luation for Cupertin o Mu nicipal Water System Design Professional Agreement (s ingle) /Rev. Dec. 2017 Page 3 of 10 it only to perfo1m this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights . Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report , map, plan, drawing, specification, data, record , document, or other information or work, in any medium, prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not "works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented , trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City 's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete , accurate , and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant 's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City 's final payment. 8.2 Consultant will provide City full access to Consultant 's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data , documents, proceedings , and activities related to this Agreement. If a supplemental examination or City Project Wate r System Asset Planning & Va luation for Cupe rtino Munic ipal Water System Design Profess ional Agreement (s ingle) /Rev. D ec. 2017 Page 4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith , City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision , control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers , press releases, posters, brochures, public service announcements, interviews and newspaper articles . No signs may be posted , exhibited or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City , its City Council , boards and commissions , officers, officials , employees, agents, servants, volunteers and consultants (collectively, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indemnitee , including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability"), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers , officials , employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees of litigation. In addition to its indemnity obligations , Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability . b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to , or relates to Consultant's C ity Project Water System Asset Planning & Va lua lionfor Cuperlino Municipal Water Sys/em Design Professional Agreemenl (single) /Rev. Dec. 2017 Page 5 of 10 ne g ligence, re cklessness , or willful misconduct. Such co sts and expenses w ill include reasonable attorney fees for legal counsel of City 's choice, expert fees and all other costs and fees oflitigation . c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c" above , Consultant shall indemnify, defend , and hold harmless the Indemnitees against any and all liability, claims , actions , causes of action or demands whatsoever, including any injury to or death of an y person or damage to property, or other liability of any nature arising out of, pertaining to, or relating to the performance of this Agreement by Design Professional , its employees, officers , officials, agents or subconsultants , including liability based on breach of contract, obligations , or warranties , or any unauthorized use or disclosure of City 's confidential and proprietary information. 11.2 Consultant will assist City , at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant 's duties herein are not limited to or subject to the Contract Price, to Workers ' Compensation claims , or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018 , Consultant's duty to pay for any oflndemnitees ' defense related costs will be limited to its proportionate share of fault, as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties , including reasonable attorney fees , fees for legal counsel acceptable to City, expert fees , and all other costs and expenses related to a claim or counterclaim , a purchase order, another transaction , litigation , or dispute resolution. Without waiving any rights , City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements , attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of operations covered , and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptl y notify City of changes in the law or other conditions that may affect the Project or Consultant 's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services , as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. C ity Project Wate r System Asset Planning & Valuation for Cuper tino Mun icipal Wa ter System Design Professiona l Agreement (single) !Rev. Dec. 20 17 Page 6 of 10 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City 's Labor Compliance Program and with state labor laws pertaining to working days , overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30 ,000 or more , Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5 . 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race , religious creed , color, ancestry, national origin, ethnicity, handicap , disability, marital status , pregnancy, age, sex , gender, sexual orientation , gender identity , Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135 , and Labor Code Section . 1735 , 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official , employee , or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as prov ided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City 's rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments , requiring reimbursement, or te1minating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend , and hold City harmless from and against any loss , liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Roger Lee and Chad Mosley , who shall have the authority to manage this Agreement and oversee the progress and performance of the Services . City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval , Consultant's Project Manager for all purposes under this Agreement will be Colin Chung who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services . This includes responsibility for coordinating and scheduling the Services in accordance with City instructions , service orders , and the Schedule of Performance , and providing regular updates to the City 's Project Manager on the Project status , progress , and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. City Project Wa ter System Asset Plan ning & Valuation f or Cupertin o Munic ipal Wa ter Svstem Design Prof ess ional Agreem ent (s in g le) /Rev. Dec. 20 17 Pag e 7 o f 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure cost s, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thi1ty (30) days of Consultant 's final invoice reasonably approved by the City . 16. TERMINATION City may terminate this Agreement for cause or without cause at any time , following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City . The Agreement and obligations of the patties are subject to all valid laws , orders , rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). If a dispute arises , Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration , the arbitrator 's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action , files a complaint or cross-complaint, or pursues arbitration , appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorne y fees and costs. This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Serv ices nor payment thereof shall constitute a waiver of any contract provision . City 's waiver of an y breach shall not be deemed to constitute waiver of another term , provision , covenant or condition , or a subsequent breach , whether of the same or a different character. C ity Project Wa ter Sys tem Asse t Plann ing & l'alua tio n for Cupe rtin o Mu n icipal Wa ter Syste m Des ign P rofessiona l Agreement (sing le) !Rev. Dec. 20 17 Pa ge8of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the com1 to be void , invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail , postage prepaid, registered or certified , or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Roger Lee -~-----------Em ail: rogerl@cupertino .org To Consultant: K_a~y_u_g_a _S_ol_u_ti_on_s _______ _ 9641 Irvine Center Drive, Irvine , CA 92618 Attention: Colin Chung Email: colin.chung@kayugasolution.com City Project Water System Asset Planning & Va luation/or Cupertino Municipal Water System Design Professional Agreement (s ingle) /Rev. Dec. 20 I 7 Page 9 of!O 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee , and is approved for form by the City Attorney 's Office . 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein , and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts , each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANT Kayuga Solution --, By ' N ameColinCung Title Pres ident Date 'f /2:> / ~ 16 Tax ID. No.: 1:'J -30~6600 ATTEST: )If ~&~& s-.1-'i { 0 GRACE SCHMIDT City Clerk CITY OF CUPERTINO A Municipal Corporation BQ ~# Nam ei7~"""-b -f b . \ - TitleJ,>c~ l ZA;-X vt..~kc Warl.£--5 Date 5 D'i,. /r f{ I l City Proje ct Water Syste m Asset Planning & Va lu ation for Cupertin o Mun ic ipal Water Sys tem Design Professional Agreem ent (s ingle) /Rev. Dec. 20 17 Pa ge 10 of 10 EXHIBIT A -SCOPE OF SERVICES SCOPE OF SERVICES WATER SYSTEM ASSET PLANNING & VALUATION The CONSULTANT shall provide certain Water System asset planning and valuation as required and requested by the CITY. The CONSULTANT shall provide services on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorized Agent and (2) as defined in a fully executed Design Professional Agreement SECTION 1-GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY's Public Works Director or authorized Agent. B. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Water Resource Engineer and Municipal Valuation Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a fully executed DESIGN PROFESSIONAL AGREEMENT which shall clearly provide the nature of the specific services, the time limit within wI:tich such services must be completed, and the compensation for such services. Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed DESIGN PROFESSIONAL AGREEMENT. E. The CITY shall designate a Project Manager for the fully executed DESIGN PROFESSIONAL AGREEMENT. The CONSULTANT shall coordinate services provided with the CITY' s designated Project Manager. F. CONSULTANT shall complete services within eight (8) months of CITY authorization. SECTION 2. BASIC SERVICES The CONSULTANT shall provide an asset management plan and valuation for the City Leased Water System. All services performed shall be authorized by a fully executed DESIGN PROFESSIONAL AGREEMENT prior to work commencement. CONSULTANT services under City o f Cupe rtino Wa te r Sys te m Asset Ma na gem e nt & Va luation Page 1 o f 4 Exhibit A -Scope of Services March 22, 2018 this Agreement may include, but are not limited to: 1. Water System Inventory: The CITY and/or San Jose Water Company (SJWC) has an inventory of approximately 60 % of the lease water system elements. Current inventory consists of pipes, valves, hydrants and other significant elements which includes material type, size and age of the components. Information for the reservoirs and booster pump station are available. CONSULTANT will: a. Lead effort with the CITY and SJWC to validate the estimated 60 % asset inventory in hand and determine remaining estimated 40 % asset inventory with missing information. CONSULTANT shall determine in excess of 40% of asset information if SJWC does not produce the estimated 60% asset inventory information. Information to be validated and/or obtained for each asset include, but are not limited to, type of material, likely age, diameter and condition. CONSULTANT will recommend methodology utilizing water industry standards to reasonably collect this information. Methodology proposed shall be in a format easily accessible by CITY and/or any future operator of the system and be compatible with asset management systems commonly utilized by Class A water retailers or large municipal water operators. b. Conduct survey locating of primary system components, including but not limited to, distribution system, valves and hydrants. c. Develop a digital file of the water system utilizing Arcmap or equivalent software. Digital file shall be compatible with commonly used geographical information systems utilized by Class A water retailers and the system utilized by the City of Sunnyvale. 2. Hydraulic Modeling, Calibration and Fire Flow Evaluation Update existing hydraulic model prepared by SJWC in 2016. Conduct hydrant testing to calibrate the model and run fire flow simulations. Work shall include, but not be necessarily limited to: a. Spot checking system pressures. b. Review available water system operation data including line breaks and other maintenance issues. c. Ground-truth suspected discrepancies between model and field conditions. d. Determining system maximum day demand and fire flow requirements . e. Performing hydraulic modeling for projected future scenarios expected in next 20 years; including the estimation of population growth rate, water demand growth rate, and capacity requirements to model future water supply scenarios . f. Recommend necessary system upgrades to maintain level of service through projection forecast. g. Evaluate the overall system performance within A WW A guidelines and Santa Clara County Fire requirements. City o f Cupertino Water System Asset Management & Valuation Page 2 of 4 Exhibit A -Scope of Services March 22, 2018 3. Water System Asset Management Plan (AMP) & Capital Improvement Plan (CIP): Using generally accepted water industry standards, CONSULTANT shall review completed inventory and determine condition of various assets, recommend level of service that is cost efficient/sustainable and responsible to customers, identify critical assets, determine appropriate life cycle costs of assets, recommend a long-term funding plan and assist the CITY in understanding the staffing levels and equipment necessary to operate the System with CITY personnel. CONSULTANT will accomplish this by: a. Performing field inspections / applying applicable decay curves to determine condition of assets . b. Conducting interviews with CITY and SJWC to acquire institutional knowledge as required. c. Review and amend as necessary SJWC completed 2016 Criticality Report for System. d. Evaluate System needs and water demand projections over a 20-year planning horizon. e . Recommend desired service levels for operation. f. Evaluate and make recommendations for System needs to address criticality/risk and other considerations. g . Develop draft recommendations for 10-year and 20 -year CIP . h . Providing hypothetical regulatory requirements, permitting, staffing certification, CITY staffing levels and equipment/software necessary to operate the system. 4 . System valuation To value the system, the CONSULTANT/sub-consultant shall: a. Review updated asset inventory and asset condition developed by CONSUL TANT. b. Use photographs, field visits and interviews with CITY and SJWC staff. c. Utilizing available reports, property profiles and property appraiser reports, reports on water rights, agreement with Santa Clara Valley Water District for the purchase of potable water, and review current financial statements that summarize CITY assets and liabilities. d . Determine current values using a cost approach, market approach and income approach by providing a breakdown of values by categories of tangible assets (properties, facilities, water rights, equipment, etc.) and intangible assets, if any . e. Through professional consideration of the values determined by each approach, recommend with justification the estimated market value of system if CITY were to elect sale as well as a long-term annual lease values and/or one-time concession value if CITY were to elect to continue to lease . City o f Cupertino Wa ter System Asset Management & Valuation Page 3 o f 4 Exhibit A -Scope of Services March 22, 2018 f. Adhere to appraisal practices as required to conform to the Uniform Standards of Professional Appraisal Practice (USP AP). 5. Documents and meetings a . CITY will provide all available system information documents for asset management and valuation. b . CONSULTANT shall organize and present in writing to CITY a 60% & 90% draft asset management plan and upon CITY review and comment shall produce in writing and electronically a final asset management plan with executive summary. c. CONSULTANT shall organize and present in writing to CITY a draft valuation plan and upon CITY review and comment shall produce in writing and electronically a final valuation plan with executive summary. d. CONSULTANT and sub-consultant for valuation shall propose to CITY meeting frequency and be available for one presentation to CITY Council. END City of Cupertino Wate r System As set Management & Valuation Page 4 of 4 Exhibit A -Scope of Services March 22, 2018 City of Cupertino Water System Asset Planning & Valuation Proposal April 12, 2018 l<AVUGA '::::>OLUTIOl'-.J l<AVUGA ~;")t ;; l ii:)'"-' l<AYUGA April 12, 2018 Roger Lee Assistant Director of Public Works City of Cupertino 10300 Torre Ave . Cupertino, CA 95014 Subject: Proposal -Water System Asset Planning & Valuation Dear Mr. Lee, Kayuga Solution (Kayuga) is pleased to present the attached proposal for your consideration . The City of Cupertino (City) is looking for assistance in ass et planning and valuation of its water system . In February 2018, the City solicitated professional service provide r s to submit Statements of Qualifications (SOQ). Through a rigorou s pre- qualification process, the City selected the most qualified team and requested the team to provide a proposal for the water system asset planning and valuation services . Kayuga is delighted to be given the opportunity to propose on this project. We have worked with numerou s municipal water providers throughout California and oth er states to provide similar service s. We have the understanding and experience to meet the City's needs. In order to best serve the specific needs of the City, Kayuga has formulated a Team to best deliver the requested scope of service . Our Team is composed of following members: 1. Kayuga Solution {Kayuga) -Project lead , project management, water system inventory, remaining life calculations , asset critical ity assessment, asset management plan , capital improvement plan, criticality assessment, documentation 2. Hanson Associates (Hanson) -Asset inventory, condition assessment, staffing and technology requ i rements for operations 3 . Charles Marr Consulting (CMC) -Hydraulic modeling, calibration , water demand projection , and fire flow evaluation 4. MR Valuation Consulting (MRV Consulting) -Water system valuation We have reviewed and accept the City 's professional service agreement. We are able to provide the City's general and professional liability insurance requirements and accept the City's Hold Harmless Indemnity requirement. We thank you for the opportunity to submit the attached proposal. If you have any questions or concerns, please contact me at 949-300-3903 or colin .chung@kayugasolution.com . Regards, Colin Chung , PhD President Kayuga Solution , 9641 Irvi n e Ce nter Dr., Irvine, CA 9261 8 l<AVUGA . i) 1_ I 11.1'; J l<AVUGA ·, I [ ! () ·'s; Contents 1. Introduction ........................................................................................................................................................................... 1 2 . Work Plan .............................................................................................................................................................................. 3 Project Approach ............................................................................................................................................................ 3 Task 1 Water System Inventory .................................................................................................................................. 3 Task 2 Hydraulic Modeling, Calibration and Fire Flow Evaluation .............................................................................. 5 Task 3 Water System Asset Management Plan (AMP) & Capital Improvement Plan (CIP) ........................................ 6 Task 4 System Valuation ............................................................................................................................................. 9 Task 5 Documentation s and Meetings ..................................................................................................................... 11 3 . Schedule .............................................................................................................................................................................. 13 4 . Key Project Team Members by Task ................................................................................................................................... 14 5. Project Budget ..................................................................................................................................................................... 15 l<AVUGA O:..:,,:) I 11 'J l <AVUGA Sr)· l.• I !C'-< 1. Introduction With the City's 25-year concession agreement with the San Jose Water Company (SJWC) nearing completion , the City needs to evaluate the alternative options. Before the end of the concession agreement with SJWC , the City needs to do due diligence in understanding the following business cases: 1. The City takes over the operations, maintenance, and management of the water system 2. The City negotiates and renews the concession agreement 3. The City sells the City-owned water system These business cases require careful evaluation not only from financial perspectives, but also from social, environmental, and political perspectives . It will not be an easy decision . As such, the City needs to develop a solid business case evaluation to help document, justify, and select the best option for the City . Development of the business cases will require the City have answers to the following asset management questions : 1. What assets do I own and manage? 2. What is the current state of the assets? 3. What are immediate asset maintenance, rehabilitation, and replacement needs? 4 . What are longer-term asset investment needs with respect to aging asset s, capacity, level of service, etc.? 5. What is the risk associated with asset failures? 6. What are the appropriate levels of service? 7. What is required to sustain the delivery of service? Financial requirements Resource requirements Risk vs . investment analysis 8 . What is the cost of service? 9 . How does the cost of service compare to the SJWC lease? 10 . What are the benefits and co sts associated with the management of the water system? Kayuga Solution (Kayuga) understands the challenges faced by the City. We have worked with numerous municipal water providers throughout California and other states to help find answers to the above questions . In order to best serve the specific needs of the City, Kayuga has formulated a Team to best deliver the requested scope of service. Our Team is composed of the following members : Kayuga Solution, Han son Associates, Charles Marr Consulting, and MR Valuation Consulting . Each member will lead the task of its specialization. Kayuga will be the project lead. Kayuga will provide the overall project management and oversee the delivery of the scope in a timely manner. In addition, Kayuga will perform the following services: water system inventory, remaining life calculations, asset criticality assessment, asset management plan, capital improvement plan, criticality assessment, documentation, and others . Hanson Associates (Hanson) brings in the local knowledge in water asset, operations, and maintenance management issues and practices . Hanson will assist in asset inventory, condition assessment, CIP recommendations , operations staffing levels, and technology/equ ipment needs . Charles Marr Consulting (CMC) specializes in planning and design , hydraulic modeling, master planning, and water resources analysis. CMC will update the hydraulic model, conduct fire flow testing/simulation , and evaluate future water demand projections . MR Valuation Consulting (MRV Consult ing ) is an independent valuation advisory consulting firm that provides appraisals, valuations, purchase price allocations, cost segregation analyses, market studies, depreciation studies, litigation support, 1 l<AVUGA ~'") I ! ( ..... 2 expert witness te stimony, fea sibility studies, and other values related con sulting service s. MRV Con sulting w i ll lead the water system valuation servi ces. Detailed company profiles, qualification of project personnel, company experiences, and client references were provided as part of the Statement of Qualification {SQQ). l<AVUGA S()l lJ r ,n·~, 2. Work Plan In the City's Request for Proposal (RFP), the City has carefully outlined the scope of services required to meet the project goals . Our Team has carefully reviewed and evaluated the scope . Our proposed approach to the scope of work or work plan is presented below . Project Approach Task 1 Water System Inventory This ta sk will be led by Kayuga with Hanson's support The RFP stated that the City and/or SJWD has an inventory of approximately 60% of the City's water system . The 60% inventory consists of pipes , valves, hydrants, and their attributes (e .g ., material, size, age). In addition, the RFP stated that information for the reservoirs and booster pump station are available. In this task, the Team will review and validate the existing asset data, supplement missing information, and determine or inventory the remaining 40% of the water system . All validated and inventoried assets will be consolidated into a centralized water system database (i .e ., asset register). The assets register will not only provide a lis t of all water system assets, but also necessary asset data attributes (e .g., type, size, install year, material, location) required to support asset management decisions . The asset register will be delivered back to the City in the forms of digital database and Geographic Information System (GIS) feature classes . The following work subtasks will be provided to fulfill the goals of Task 1. A. Validate and Augment Current Asset Inventory 1. Collect and consolidate all existing water system data from the City and/or SJWC The Team will research and collect all information pertaining to the inventory of the City's water system. The information may include the following : existing GIS data, engineering drawings, Excel spreadsheets, financial database, and others . The City will have some data . However, the Team anticipates most information will be with SJWC. With the City's permission, the Team will contact and work with SJWC staff to obtain the necessary information. 2. Review and confirm the proposed definition of an asset The Team will work with the City to define an asset. What is an asset? What is a component? The definition may vary from department to department (engineering vs. finance vs . maintenance). Finance may identify an asset at a pump station level. Engineering may identify asset at a pump assembly level. However, maintenance may need to identify assets at a level at which the work takes place . Our goal is to propose an appropriate definition that satisfies the requirements of all stakeholders . Asset definition is important as it establ is hes the level in which asset i nventory will be performed . 3. Perform data validation (data gap analysis) A data gap analysis will be performed on the existing 60% of asset information to measure the data quality of the existing assets . What assets are in the database? Do they have the necessary asset attributes (e.g ., year of install, size, material, type, length) needed to support asset management decisions? What attributes are missing? A summary of the data gap will be presented to the City . With the data gap, the Team will propose methodologies to close the data gap in the most efficient and effective manner. Before any on -si te work is performed, the Team will review the existing data, try to close the data gap utilizing information available, and develop an efficient plan to collect the missing data. 4. Data gap closure/ perform asset inventory The goal of this subtask is to populate the missing information found during data validation and inventory the assets that 3 l<AVUGA -:..; i 1 I ,.., ... .., are not in the databases, which is currently anticipated to be 40% of water system assets. The main strategy will be to utilize existing reference material s and perform knowledge capture workshops with SJWC engineering, op erations, and maintenance staff. Reference materials used to close the data gap may include: • Engineering/ as-built drawings • Capital rehabi litation and replacement plans • Construction records/ bid documents • Failure histories (e.g ., leak history) • Finance purchase records • Hydraulic model • Planning documents (master plan) • GIS data • Reports to regulators • Maps • Operato rs' inspection reports • Land use development records • Preve ntive maintenance program • City and SJWC staff interviews • Maintenance records • Others Where available, the Team will utilize engineering/as-built drawings to help close the data gap and perform asset inventory. In addition, the Team will schedule multiple workshops with the SJWC engineering, operations, and maintenance staff. During the workshops, the Team will ask questions about the asset (e .g ., location, type, size, material, install year, condition, criticality) to obtain data quickly with reasonable degree of confidence . For assets that are not accessible (e .g., underground assets), data augmentation and inventory will be performed using existing information (i.e ., engineering drawings). For safely accessible assets, site visits will be performed to capture the necessary information. The RFP stated that asset data for reservoirs and booster pump station are available; however, if the data is not sufficient, the Team will visit the reservoirs, booster pump station , and wells to validate , inventory, and record the condition of the assets . During the on-site inspection process, the Team will record asset attributes (e.g., size, type , material, manufacturer) and other specifications (i.e., name plate data) needed to effectively manage the asset. The Team will take a photograph of each asset to be added to the asset record. The data gathered will also help fill the gaps identified in the previous task . During the visit, the Team will also record current equipment condition using a standard checklist and take pictures of specific defects found. The visual inspection will identi fy observable defects such as failing coatings, missing port covers or guards, leaks, corrosion, loose mountings, excessive noise or heat, cleanliness , and the general condition of the site if the asset is located on City property. This information, supplemented by purchase and construction records and maintenance history, will be used to project the condition. Underground assets will not be inspected; however, their condition will be estimated based on age, condition curves, failure history, number of leaks and other relevant factors. The completed asset inventory will provide the City with an accurate, comprehensive asset registry should the decision be made to directly operate its water system . 5. Develop asset register 4 Once the asset information is validated , supplemented, and collected, the Team will develop a centralized database (i.e ., asset register) that captures all City water system assets. An asset register is the central database that captures all assets owned and managed . It provides the data foundation required to support risk assessment, life cycle cost modeling, and maintenance management system implementation. Key components of an asset register are asset hierarchy, asset classes, and data attributes required to support asset management decisions . • Asset Hierarchy -An asset hierarchy organizes the assets in the asset register . The hierarchy needs to support the decision-making processes and should support the maintenance management system data organization structure . The Team will propose an asset hierarchy for the City that best aligns with the asset management best practices . l<AVUGA C.:.OL lJI IO"J • Asset Classes -An asset class is developed by grouping assets with similar characteristics, such as type, function , useful life, material , and size . Sample asset classes include hydrants, pipes, valves, pumps, motors, meters, tanks, generators, etc. The Team will use these asset classes for valuat ion, ris k assessment, and life cycle cost analysis . The Team will establish asset classes for the City assets . These asset classes can later be transferred to the maintenance management system if the City chooses to operate the system directly. 6. Finalize and deliver asset register to the City 8. Conduct survey locating of system valves and hydrants The Team will locate and visit all safely accessible primary water system components (e.g., hydrants, system valves) within the City service area . At every location, the Team will collect the GPS coord i nates and capture the asset attributes (e .g., size , type, paint need, visual condition). The data will be collected using handheld devices and stored in a database that can easily be tran sferred to the asset register and/or GIS . The Team's GPS accuracy will be sub -meter. In order to provide the City with accurate and consistent asset location, the Team will utilize a Trimble device with correction service (i .e., RTX) to achieve the desired sub-meter accuracy . C. Develop a digital file of the water system utilizing ArcMap software The Team will develop GIS feature classes (digital file) of water system valves and hydrants . The feature classes will provide the mapping location of valves and hydrants and asset attributes. The Team will ensure the format of the feature class is compatible with the requirements of the City, Class A water retailers, and the City of Sunnyvale . Task 1 Deliverables: • Asset register • GIS feature classes compatible with City, Class A water retailers, and the City of Sunnyvale Task 2 · Hydraulic Modeling, Calibration and Fire Flow Evaluation This tas k will be performed by CMC. Task 2 will largely be separated into two subtasks: Hydraul ic Model Update and Fire Flow Evaluation and Recommended System Upgrades . Updating the existing 2016 hydraulic model, CMC will incorporate capacity requirements, fire flow regulations , historical water leak s, future water demand , and others to identify any asset investments required to meet the future water capacity and demand needs . Details of Task 2 are provided below . A. Hydraulic Model Update and Fire Flow Evaluation CMC will coordinate w ith SJWC and invest ig ate system operation and its interaction with the other two water systems serving the City . This will be the p r ecursor to refining the modeling approach for system analysis of the water system owned by the City . The model to be provided by SJWC should be nearly up-to-date as it was last updated only two years ago . The model will be developed as a stand-alone simulation of Cupertino's system only and created to accurately simulate SJWC supply and interconnections with other neighboring distribution systems by inputting the hydraulic boundary conditions as determined from data provided by SJWC. At such time that the asset inventory is near completion , model components (links, pumps, reservoirs, and interconnections) will be confirmed. CMC will engage the Santa Clara Fire Department and coordinate for the most appropriate fire flow capacities throughout the City's service area . This may include a recommendation for the City to contract with a flow testing company to field test up to ten fire hydrants within the City 's water se rvice area if SJWC does not have a library of recent field flow testing results with the pertinent data needed for model verification . 5 I< AV U GA :-: .. "'j I I I '',, CMC will also evaluate recent water system operating issues that have developed'-line breaks, water quality, maintenance issues, etc . -and SJWC actions taken to resolve them . CMC will develop computer model analysis scenarios for simulation and analysis for the express purposes of comparing with field data and verifying the accuracy of the model , and evaluating the overall system performance within AWWA guidelines and Santa Clara Fire Department criteria or standard industry criteria. 8. Recommended System Upgrades CMC will review the 20-year planning horizon for City development/redevelopment within its General Plan and estimate the system water demands as it may adversely impact the City's system. Future development may necessitate planning for additional water sources . In addition, future planned water sources could reduce the potable water needs of the City's water system, such as a secondary non-domestic (irrigation, industrial} water system . CMC will evaluate these future plans, and the daily and anticipated fire flow requirements, through computer model simulation . The analysis will specifically focus on current upgrade plans of SJWC's CIP for the City's system, verifying these projects for improving the existing system as well as expanding and/or updating for future development, and recommending additional water improvement projects deemed necessary from this analysis but not listed in the SJWC CIP . Task 2 Deliverables : • Updated hydraulic model • Report documenting the assumptions and results of t he hydraulic model Task 3 Water System Asset Management Plan (AMP} & Capital Improvement Plan (CIP} This task will be led by Kayuga with assistance from Hanson . Using the asset register developed in Task 1, the Team will perform life-cycle cost analysis to predict asset replacement needs based on age and/or condition . In addition, upgrades required to fulfill the projected water demand and fire flow requirements will be incorporated to recommend 10-year and 20-year CIP . The following subtasks will be performed to develop the AMP and CIP. A. Perform field inspections I apply decay curves to determine the condition of assets For those assets that the Team was able to access and visually verify in Task 1, the Team will record a condition score for every asset. The Team will evaluate the condition based on the checklist parameters and experience . The Team will also consider factors such as the age, location, usage, and other factors that can contribute to the failure of the asset. When applicable, the team will review the preventive maintenance performance as covered by preventive maintenance (PM} plans and the maintenance history of assets . If available, the Team will obtain and review any condition reports or estimates for accessible assets created by SJWC or the City and incorporate them . For assets that were not visited or were inaccessible (i .e., buried assets}, the Team will estimate the condition based on generally accepted industry standard decay curves. Where information is available, the decay curve will be adjusted based on an evaluation of physical, environmental and operational factors . The physical factors to be considered include the pipe type, age, diameter, wall thickness, joint type, coating and lining. Environmental factors include bedding and back fill material, soil type, ground water, traffic loading and seismic activity. Operational factors include water pressure, velocity, and leak and failure history . The Team will examine construction documents, pipe failure history, leak detection program , and cathodic protection monitoring as condition indicators . The Team will obtain and review any condition reports or estimates for buried assets created by SJWC or the City . 6 l<AVUGA ':7C) t I'()~., 8. Conduct interviews with City and SJWC to acquire institutional knowledge as required This task was discussed in Task 1. The City and SJWC will be interviewed to best capture their knowledge around the asset location, attributes, condition , criticality, replacement cost , and others . Staff knowledge, where applicable , will be incorporated to fill in the missing asset attributes, estimate the condition, understand the criticality, and calculate the remaining useful life . Workshops will be scheduled with SJWC engineering , operations, and maintenance staff. The Team anticipates at least two two-hour work sessions to capture institutional information . More i nterviews will be scheduled based on need . C. Review and amend SJWC completed 2016 Criticality Report Risk is a key component of asset management used to effectively prioritize assets under limited resources. Two main components of risk are Probability of Failure (PoF) and Criticality/Consequence of Failure (CoF), which provide a projection of timing to failure and the i mpact of that failure, respectively . When redundancy is readily available, it will be used to offset CoF . The Team will carefully review the 2016 Criticality Report. In the report, the Team will evaluate the effectiveness of the risk assessment methodology . Each asset in the asset reg ister will have a PoF and CoF score . The PoF should be will be based on the condition, age, environmental factors , usage, maintenance history and other factors that can influence the remaining useful life . In addition , the remaining useful life can be driven by consideration of multiple asset failure modes (i .e., mortality, capacity, level of service, financial efficiency). Capacity failures will be found in Task 2. Both Task 1 and Task 2 results will be incorporated to calculate the PoF score for each asset. In addition, the Team will determine if the eminent failure mode was reflected in the criticality report. CoF measures the impact of failure and will be based on the criticality of the asset to the system's overall performance. The methodology should consider the Triple Bottom Line factors (Economic, Environment, Social) to help prioritize assets . For pipes, factors such as location, size, redundancy, impact to environment, impact to service , cost of repair, etc. should be considered . For above ground assets, factors that could make the facility fail should be considered . In many cases , electrical assets are very critical as their failure will result in shut down of a facility or a process . Mechanical assets are also critical as their failure will result in the City not meeting its service level. After the Team review of the risk assessment methodology in the 2016 Criticality Report, the Team will highlight area s where improvements are required . If necessary, the Team will enhance the developed methodology and produce refined criticality and risk results. Once the PoF and CoF analysis is performed, the Team will map the assets on a risk matrix . The risk matrix will highlight the assets based on the severity of risk as high (Red), medium (Yellow), and low (Green). The Team will identify assets in the high risk or red zone and determine what budget is required to replace them . The results of the enhanced risk assessment will be used to develop the AMP . D. Evaluate system needs and water demand projections over a 20-year planning horizon The Team will review the 20-year planning horizon for City development/redevelopment within its General Plan, and estimate the system demands as it may be impacted during the next 20 years. Demands can change depending on the projected population and the development and potential implementation of other water sources for serving non-domestic (irrigation , industrial) demands. This could also change the location of major demand centers and shift flow patterns within the distribution system, further impacting operation . Last but not least, fire flow requirements and the system's ability to serve it must be considered. Fire flows are often the most critical consideration, as they can be higher than daily peak demands. Current-day fire flow requirements will be greater than the grandfathered in fire flows of existing, older development. All these considerations are necessary for evaluating current system upgrades and future upgrades/expansion within the Capital Improvement Program . Therefore , this task includes evaluation of the SJWC CIP specifically for the City's system and the anticipated growth from the General Plan within the service area . 7 l<AYUGA ~ ·, I I ,.,,, E. Recommend desired level of service for operation Service levels are mea surements that indicate the level to which the objectives of the organization are being met. The Team will confer with the City regarding its specific objective to ensure that they are adequately addressed . Subject to the City concurrence, the Team will develop service level indicators for water supply, sy stem reliability, customer service, financial sustainability, and environmental stewardship . Water supply will include water quality, stability of supply, and permit compliance . System reliability will include valve and hydrant operability, pressure , outage duration, outage frequency , and fire flows . Customer service will include call handling, responsiveness, transparency, communication options, and payment preference support. Financial sustainability will include rate setting practices, bond rating, debt ratio, and adequacy of capital and operati ng re serve s. Environment stewardship will include water conservation, recycled water use, and leak management. The Team will use the 2017 AWWA Utility Benchmarking : Performance Management for Water and Wastewater and the AWWA Benchmarking Performance Indicators for Water and Wastewater Utilities: 2016 Ed ition as resources to ensure that all key indicators are addres sed . F. Evaluate and make recommendations for System needs to address criticality/risk and other considerations Incorporating the results of tasks above, the Team will identify, summarize, and consolidate the asset requirements for renewal , capacity, and level of serv ice needs . Each of the needs will have recommendation for criticality, timing, and high-level budget. The Team will work with the City to prioritize and determine the appropriate schedule to help spread the budget and resources required to deliver the projects . G. Develop draft recommendations for 10-year and 20-year CIP Consolidating the information obtained from on-site condition assessment, decay curve-based remaining useful life calculations , hydraulic modeling results , risk assessment, and other information that can contribute in determining the asset failure, the Team will generate 10-year and 20-year replacement and rehabilitation CIP needs for the City. H. Provide hypothetical City staffing levels and equipment necessary to operate the system The Team will develop staffing, equipment, and contract service requirements for operation of the portion of the City's water system under study . The Team will examine the resources allocated by SJWC to the system currently . Nearby water agencies will be contacted and asked for comparat ive data . The Team w ill use the current level of effort by SJWC and the data from other providers, such as Sunnyvale, San Jose Municipal Water, or Great Oaks Water, to bu ild a required resources model. The model will consider the administrative, operating, and maintenance requirements for the Cupertino-operated system including miles of main, valves , hydrants, meters, pump stations, storage facilities, and other system elements. The model will identify water quality testing requirements, system flushing requirements, meter replacement needs, and the ability to respond to line breaks and other emergencies . The management, administrative, and engineering requirements for system operation will be est i mated . The model will examine the best uses of contract services and agreements with other providers for costly services such as laboratory testing . The Team will recommend changes to current practices that would improve service levels or efficiency . The model will be reconciled with AWWA's 2017 Utility Benchmarking Study to ensure all be st practices have been considered. The Team will estimate the annual costs of the operation model and compare current revenue generated with the Cupertino water service area to ensure that the model is economically sustainable The Team will confer with the City on the optimum integration of the water operation into the existing City organizational structure and making the most effective use of existing City personnel and equipment to minimize the addition of personnel and new equipment purchases . 8 l<AVU CA SO U I I() '-J Task 3 Deliverables: • Condition scores • Improved criticality/risk methodology • Criticality assessment • Water demand projections • System needs to address criticality/ risk • 10-year and 20-year CIP • Hypothetical City staffing levels, technology, and equipment requirements for operation of City's water system Task 4 System Valuation This task will be led by MRV Consulting . A. Purpose, Scope of Work and Deliverables The purpose of Ta sk 4. System Valuation will be to provide the City w ith a valuation of the Cupertino Municipal Water System (the "System"), as of a current date . The valuation will be used to assist the City with the management planning of a potential disposition or long-term lease of the System . Prior to the 1997 lea se to San Jose Water Service Company the System was valuated. Numerous conditions have changed in the last twenty years including, but not limited to, system condition, land values and water r ig ht value s. An updated value, both for potential sale or long-term lease , is needed as the current lease expires in 2022. The analysis will include the tangible assets that comprise the public water system, including water rights associated with two (2) groundwater supply wells ; three (3) 2MG above ground storage reservo irs; approximately forty eight hundred (4800) service connections ; approxima tely four hundred {400) fire hydrants; approximately 60 miles of 4" -12" distri bution mains; a booster pump station with five lSOhp motors that receive potable water from the Santa Clara Valley Water District; two (2) interconnections for emergency purposes with the City of Sunnyvale and San Jose Water Company; land ; buildings ; laboratory equipment; construction -i n-progress; and certain intangible assets . The tangible assets will encompass the updated asset inventory and asset condition developed in Tasks 1 to 3. The intangible assets are defined as distribution maps ; engineering drawings; licenses and permits; service records and reports; work order database; laboratory reports and test data ; community right to know data ; computer software; and trained and assembled workforce . 4.1 Methodology MRV Consulting will consider the three generally accepted approaches to value: the cost approach , sales comparison {market) approach, and the income approach to determine the market value of the System. Cost Approach This approach is based upon the propos ition that an informed purcha ser would pay no more for an asset than the cost of producing a substitute asset with the same utility as the subject. It considers that the maximum value of an asset to a knowledgeable buyer would be the amount currently required to construct or purchase a new asset of equal utility . When the subject asset is not new, the current cost new for the subject must be adjusted for all forms of depreciation and obsolescence, as of the appraisal date . Reproduction Cost Analysis is a method within the cost approach that utilizes a trended original cost analysis to determine the value of the assets . The analysis utilizes the original cost information maintained by the company . Reproduction cost {new) is the current cost of reproducing a new replica of an asset with the sa me or closely sim ilar material s. We plan to utilize the Handy-Whitman trend in dices and may consider other indices such as the Consumer Price Inde x, EPRI , Marshall & Swift, and 9 l<AVUGA :., -) 1 , I "''-. other established water utility trend indices in determining the cost approach value s of the tangible assets. Before applying any index, MRV Consulting will ensure its application , rea sonablenes s, and reliabil ity for determining the reproduction co st new of the assets. MRV Consulting will adjust the cost new values for physical depreciation and any functional and economic obsolescence that is readily identifiable . Replacement Cost Analysis is a method within the cost approach that determines the current cost, new, of similar water utility assets having the nearest equivalent utility as the system being valued. This analysis will include drawing takeoffs and quantities multiplied by industry unit costs to determine the replacement cost of assets via the unit quantity method (also known as the "sticks and bricks" methodology). In completing the cost approach analysis , MRV Consulting will attempt to comment and reconcile between the replacement cost and the trended historical reproduction cost analyses. Income Approach The underlying principle in this approach is that buyers invest in companies and assets comparable to the subject with the expectation of receiving the anticipated future income . MRV Consulting will attempt to replicate the analyses buyers and sellers apply to the expected cash flows and their inherent risks . Specifically, MRV Con sulting plan s to employ the discounted cash flow ("DCF") and direct capitalization methods of the income approach. The DCF method estimates the value by considering the prospective operational results and financing associated with the asset s. In determining the value of the Assets using the DCF approach, MRV Consulting will simulate the analytical process of a prudent investor whose theoretical purchase price is based on the cash flows expected from the investment after adjusting for all relevant forms of ri sk. MRV Consulting will perform a proforma analysis of the operations of the System to estimate available cash flow . Thi s is done by analyzing historical financial statements as well as projecting revenues, operating expenses , capital expend itures, financing costs, taxes, and other items that taken together determine future cash flows. As part of the DCF method, MRV Consulting will then discount the annual available cash flows at a rate that provides a satisfactory return on invested capital. The summation of the present value of the future ca sh flows will indicate an income approach market value of the sy stem . The direct capitalization method is a method whereby economic benefits for a representative single period (or average of several periods) are converted to value through division by a capitalization rate . In the direct capitalization method, MRV Consulting will convert a single economic benefit stream into a value of the System using a capitalization rate. In both methods, the rate case will have a significant impact on projected future cash flows. Market Approach This approach uses an exchange principle as an indicator of value . In this approach, a potential buyer would pay no more for an as set than what one could reasonably be expected to pay for an asset of equal util ity available in the marketplace . This approach relies on analysis of sales of comparable assets and involves the comparison of recent sales (or offerings) of similar assets to the subject. If the comparable sales are not exactly like the subject, adjustments must be made to the pri ce of the comparable sales (or offerings). The adjustments may be either positive or negative to estimate what a comparable sale would have sold for if it had the same characteristics as the subject. This approach leads to an indication of the most probable selling price for the assets being valued. To determine the value of the underlying land, MRV Consulting anticipates utilizing a sales comparison approach . A sales comparison approach involves the comparison of comparable recent sales (or offerings) of similar land to the subject land . If the comparable sales are not exactly like the subject, adjustments must be made to the price of the comparable sales (or offering s). The adjustments may be either positive or negative to estimate what the comparable sale s would have sold for if they had the same characteristics as the subject. 10 l<AYUCA :7C) U I tn'J Site Visit MRV Consulting will perform a site visit and preliminary interviews to gain an insightful understanding of the process and condition of the System . Interviews may be conducted with certain operations, maintenance, and engineering personnel. MRV Consulting will also acquaint itself with the process and development for the recordation of any historical cost information (including verification of those historical costs) to ensure that such costs are reasonable and reliable for use in the analysis. Reconciliation of Value As in any valuation, the appraiser must consider the three traditional approaches to value and must rely on the approaches that are appropriate for those assets, market, and time . Based on the three approaches to value, reconciliation to a conclusion of value would be determined considering the relative strengths and weaknesses of each approach . After we investigate available data regarding the System, assets, the subject market, and any comparable sale data available, we will then determine which approaches can be completed appropriately and relied upon for the purposes of this engagement . Based on the three approaches to value, reconciliation to a conclusion of value would be determined taking into account the relative strengths and weaknesses of each approach to value . In this phase, the various value indications are reconciled into a final value opinion which may be either a final range of value or a single point estimate. Fair Market Rental Value The concept of fair rental value is to determine what a fair and equitable rental payment would be for the use of an asset or grouping of assets for a given period of time to enable the lessor to recover their investment and provide a reasonable payment structure for the lessee. MRV Consulting will convert the reconciled fair market value of the system into annual rental payments utilizing market derived capitalization rates for the water utility industry. Task 4 Deliverables: • Water system valuation (Cost Approach, Income Approach, Market Approach, Fair Market Rental} Task 5 Documentations and Meetings This task incorporates all findings and records the results in the form of reports. An asset management plan and valuation report will be developed . The asset management plan will document the assets, the state of their condition, replacement value, risk profile, recommended level of service , and the long-range asset replacement and rehabilitation needs . It will help the City understand the water system asset portfolio and the future financial requirements to sustain the delivery of the services . The valuation report will document the methodology, procedures, analyses, assumptions, conclusions, and supporting exhibits, including supporting spreadsheets . The report will be compliant with the Uniform Standards of Professional Appraisal Practice (USPAP). The valuation report will not be solely relied upon for the disposition or long-term lease of the water system but will only comprise one factor in the City's overall analysis and management planning. 11 l<AVUGA ~~-l I .-..... ,, Task 5 Deliverables : • Asset Management Plan (60%) • Asset Management Plan (90%) • Valuation Plan (Draft) • Valuation Plan (Final) • City Council Presentation 12 l<AVUCA S() l 11(1"-J 3 Schedule The pro posed project schedu le is presen ted be low. The sc hedu le hig hli ghts the antici pated start an d e nd peri ods. Task Description June 1 2 3 4 1 0 Project Management Project Managem ent 1 Water System Inventory Validate and Augment Current Ass et Inventory Conduct Survey of Prim ary W ater Syst em Components Develo p a Di gital File of Water Sys tem 2 Hydraulic Modeling, Calibration, and Fire Flow Evaluation Hyd ra uli c M odel Update and Fir e Fl ow Evaluation Recommended System Upgr ades Tec h M emo/Doc umentation 3 AMP & CIP Perfo rm Field In specti o ns Co nduct Interviews w ith City and SJWC Rev iew/Amend Criticality Re po rt Eva lu ate Syst em Nee ds/ Dem and Proj ecti o n Reco mmend De sired LO S Syst em Needs t o Addr ess Ri sk De ve lo p 10-Year and 20-Yea r (IP St affing Leve l & Sys t em Nee ds for Operati on 4 System Valuation Kick-O ff M eetin g Rev iew Upd at ed Asse t In ve ntor y and Conditio n De veloped by Co nsultant Use photog raph s, Field Vi sits and Interviews with City and SJWC staff Summari ze Cit y Ass ets and Li abilities. Cost App roach An aly sis M arket Approach Analys is In come Approach Anal ys is Valu e Re con ciliation 5 Documents and Meetings M o nthly Pro gress Upd ate Meeting Dr aft AMP (60%) Draft AMP (90%) Fin al AM P Draft Valuation Pl an Final Valuation Pl an Coun cil Pre se ntation 2018 July August September October 2 3 4 1 2 3 4 1 2 3 4 1 2 3 November December 4 1 2 3 4 1 2 3 4 TBD Major Milestone Date s: Hydra uli c M ode l (9/28) Draft AM P (12/7) Fin al AMP (12/21) Draft Valu ation Report (12/14) Fin al Valuation Report (12/21) Co un cil Prese nt ati on (as direc ted by t he City) Proposed Date for M eeting with the City and SJWC : Workshop 1 -Week of Ju ne 25111 W o rksh o p 2 -Week of Jul y 9th Project Check-In Meeting: Firs t week of eve ry mo nth (July to Dece mbe r) 13 4. Key Project Team Members by Task The following table summarizes project team members assigned to work ta sks. Team member name , title, years of experience, involvement , and hourly rate (rate schedule) are presented . , .... o • ..:,111llon !.t•III WUn Chu,ic Princip..l J;"(?mult•nt ld....,Sy.chr•nl Pflnc,p~I M,1rwjl;cull.'III ~Wltllnt .. GIS SPl'(oa~~t ct..ilu.atll.hlkltll SefworM•n;ia•meol (Q111ulunt M•naiictmem Conwtunt Hanson Tom i""'"°'' r,h1W11ln11P•,u ..... CMC Ch.o1iio,M•u tr11i11m,.,, ltvd•aukMU<k.'4cn 't'unof(qw1lenc:• 11 I lS 16 J2 12 Ml Yaluat6on Ch.uUcM•n M•1kRudt1'w.,, Sc.oUM,M.Joon Nh1kl•Gon>H 1o.ic • ....,10 MJn.110, )r((lol1..u11,,n1 27 J8 12 Juh•nl•••mlllo My•old!,..u (0110ull;onl "'"I M,~,,~-·· 1~1lyM,U•IS/hrl s10000 $111!.00 $150.oo SIJSOO S11soo I S1sooo I s 11s.oo S9S.oo sw.oo t $21>~00 $]1>$.00 $2bS.OO $lt._soo ___ .2.~~=-00 ___ SJ"..:_OO_ 14 . ,,,ojte,~ffflfnt l'tOJ fl<'IM~~-; W~11tSY"tNt"'"""9moty V•tod41oand Autinwnt(u,1~1 "-a4it ln'40torw [onduet ~"'""" c4 Pr1m,o1y W.tt_. ~Y'ltNn C.0.npon•ni. C'lwwloP•Dlclt.)lr114:otWot.,.SY",1,m 1 IH'fdr...i1cMoN1q.c.111:11.c~wri..,1owtffWlkwl_ ltyar,1utlc Modul IJpd,11• and~ ... flow lwa1u,11on ~o,;on\lT'MIOdordS\litMI IJPill~ T,ichMUfflO(Doc:umotnt,IICln J JAMPICIP l'trfOfltl ~Mtldll~UOI\$ Con.dlltt lnlo,-wnh Qty..ndS,WC Rw_...-/.lm'1nd01tltt~tyllepo,t h a~tir!:IY,l t'fflN«<b/~i>JOj«Uon Rucomm1,nd°"'11edlOS Sy1.i.m Nc~d,toAddic;,Rn .. Ocrwiop10-Y~ranc120-V...uCI!' )1.tf"'!l lnoe4 &, )V)km N'*h IOI°'*'''°'' • ISyt,tlfflVlklltlon Ml~·OHMMt"'I lle.....,UP"•l'fd,.l-ld.ln-Jtor'y.r,d(ond,to,~l,v{onwlt..rll U~phottitr•plu.fliltd \li,iU •nd lnl4'fVMwi. with C11ya1111 SIWC ,1111 SunWNNt Qty A>kii ,onc1 lw.btitt,.. C~App,wc.h ~ M~lle!Appoo.<h ....... i'p,5 lneonwAppro.ch~l'(w V•lueRal;(ln(i'-'IIOf'I s IDoawlwllt,WMHtlntt Monlhty PfQfre\.l Up,IUU-Mff'!~ 0.;ahAMP!60tl.) DrahAMP t90'JII fon.illMI' Or.ihViilu.11Cllll'Lln fon.t1Valu..i11onl>l1n U)1.,nqlPlirWf\llllOfl Houn AlkK•ted to T •HI. lutolli ,. 20 " .. 12 " 16 • 16 " """" I~ .. .. ,. 160 ...... ...... u " " " . __ , __ u• u " " " 16 • 120 ... ,0 " IO " 25 .. 200 • .. ... ~!___:_-. __ .. .. " 12 .. " ·--·-0 0 .,,. . ---" ... g_ g_ -·- m --.!.......:.:...l '.l---.O ____ . 9 ~-J o ,, 10.a " 36 " " 10, _Ju _ 7.2 16l 0 -~- ,u -.L .. 108 1J_ ,., " 0 JO.I 10.1 zu 12 12 ,, l ,U ·-· I __ o .. " .. " .. .. " 5 Project Bu dget '•"': The cost to provide the propose d sco pe of services will be based on the rate sched ul e shown below. The cost shall not exceed $328,416. Any work beyond the scope of work or budgeted amount will be performed ba se d on the proposed rate schedu le (Section 4) as time and material. Colors in the Other Indirect Costs rep resent travel costs for each representative compa ny (Gr ee n = Kayuga, Yellow= Han so n, Brown = CMC, Blue= MRV Consulting). Kayu1• Han1on CMC MIi Valuatktn CQ6111Cho.l,14 Id..., "1y•d11-' I Nm McPhc1t0n I Ch.trhw: Klmu•• I Jtntloe klon fo.rn twn.011 I C h,u lk M•u (h.oll~M.ou Ch.,ulk M.11 M.1klla.Kt1 ifu..,t !W,uU~hcm Ni,Wc Gomc1o kH::C•putQ j,,,Ln ... ,.n,illo 111.,..nl d •n..<.< On<rlpttOl'I P\'1"'(1pat I Pr1nc 1p•1 I I SeniOf M•n•ttmcnt M11n•1t-n1 G1S *c,e to st Man•,ement Corasultent (Qt\WIUlnt (,0,.sultant M•n•ltrMnt Con:i.ult•nl 11.1ana1in1 Pert•ICf f n11ne-c r Hyd ra1,o l1c M<>Oclcr Adt1111'1 P•t lt\CI Pa.,tner I I ~M, MIion.tat• Sr Con.1 ... 1t•n1 ~ (Ott!lultent Con,ultent Tot.a f~lll t.tdlf«t I ttou,, ~b-lotaf (G$h s_ l6S _____ 1 ___ 2~S _____ $ ___ 2_6S __ s 26'; 200 ~8S -~ I~ n~ _L__!!S JSO __i 12S .. S 60 s 26S s 26S lrtou,,: Cost I~•• Cost !Ho u,,' Co,t lttov••' Co.11 Jr101,1r:i, Coit l11ou,,; Coit ~'°'"''~ Cw t,~,~ Co_,t ~r1; (011_l ttou~s 1 (011 ~l ou•1o __ Co1t fttou,,: Coit fttou,s Cost ltiOIJ•,; Cost ltt<,u,.i Cos! C.ond>Kt~u11<t~·olPr 1m11ryW11i.r~stcrnCOffiOOl'ltl'IU I S 1600 8 S l:410 SO S U .000 40 . $ 5 -'00 S lOdO .... .. ..... ·····-·················· ········r ............. , .. ..... °"""'OI> • 0 111t11I f 1k ol W•ter Sy5ttlTI I S l ."4ao 40 S 6.000 I · S 1 OiO S 8 S60 : ~"!~~:~"t ~ :;: ~~ ::;: ~:::~~ ;r: :;;:::: ::. ::111~ ~JiA:~]r.~ ... ,;, C, _;;,,, ., ~ • :~::J1t 11:~~l : ;J:~;: ·~. :;ji~;;: ~= (Ol'IO,..(I mtc1y,cw, With Cttv •nd ~WC 16 $ 5 100 16 $ 1.140 11 ' $ 2.700 . J J,000 ·~sf~:~Ei~: .. ~:~.~, YiIJ: i· .. :1 .. ! •• '° · ·····r · j-~i·;;,60 :r:::.~.·.1~ · ··· ··· ·· ·· ······ ·· ·· · · .. 1·· ·· ·· ·· · · · '°"'"'"'"" ~~ toAdd,cs~ ll!$li . ~ ; ~ 1 ~ ~, .. S ~1430 • • ... ., 1J 91(? ~-~ -i J .~,7~0 -~ ,,g?JE.~;:~":.;;.;.~ .... ~ ·· .. ::i :iL'.};: ::':. .. i::::~:~;: ::L+L:::~, /.~J::::;? .::;::.i.:.::;':0 {r:JJ~·~ ~~n.ii.i.fa . :i~ii~:: .::~..1:..:);~~. :::if:1i,:,~. ::~] . ..::.~'.~:~ 1r:l.i.:j1.~::.L:.::.,!i1~ Ac .. _ Upd•tcd M~ 1nvet11orv •ncJ COl"ld,hon Otvclopt-4 by Con~1u1nt • ·! 4,710 . -! ~6 ·i l 9 ,~ !" ~· ~:=:~;,~~::d.V,:1:.::1::trYICWSwtffi(tty•nd~~~-~~~ ·····••->·••··· • J:;:~: .:::::(. . .. :,:.. . :·:::: .. (OSI l.ppl06Ch Anlo ly1i;,1 9 ,~ , .j 9 ~o&O ~ $ 9 S'° 108 ,. ' 1.§i~g:: ___ .. _ .. ···----· -:~.~·1 .. J .. ,~ ... ··a ... 1 ....... , .. :: ····o .. ·1 ,···· .. ··:· . ··12"·1 r ··~.2o· . ;, Ji'sµji ·:;,t~·.;= < ;['.:~.· .. ; ··o ··1r ··.: .• ·r i .. ::~~ 11U~! .~;Jtfil ~ . ..tr ;~,~;~ .~ ;::: -:~~· . ··rj .. ; ... ~·L ........ ; .i{~ts" zu-1 lu!!oj· { .... ™" Month ly P10,reu UpcMlte Mttlinl I $ l 600 l i l2 t' S I 800 , i 20 0.-ah AMP j6CMri,J I j, x~ , 8 .+L 1,06.Q .. !6 ~. l,_840 .. ~ . ~ ~ . . , . L l ! !8 o,.n AMP t90'tio/ 4 $ aoo 2 1 ~ l70 s s 920 2 s ,oo ( I-16 t,m•I AP.I" l $ <400 2 l 5 270 8 $ 920 j o,.rtll•l1o1•ton P1•n t m•I v•Lu•oon 111.,.. (ouric 11 FrtJtntauon lut.i fl 1 S 1600 u s s 21.000 I 96 S 17,760 160 , S 24,000 IZ4 f S 16 ,740 72 S l}X)8 I 4 S 600 72 S 1.908 7 2 110 S 11,soo I oJ s 64,9SO I u1 1 S t ft,soo I 94 S a,9.)(J 8 S 480 162 S U:,9)0 11 72 ~ 1.908 72 S 1.908 S 1908 72 ,,. .. S 19,080 32.4 , S l ,Sl6 J6 S 9,'i40 1l S 19,080 " 144 " 336 rr-m ,. I s •.s.o I uu s ,.., .• ,6 Jj_29,_soo I $328,416 15 3. Schedule The proposed project schedu le is presented below. Th e schedu le highlights the anticipated st art and end periods . Task Description June 1 2 3 4 1 0 Project Management Project Management 1 Water System Inventory Validate and Augment Current Asset Inventory Co nduct Su rvey of Primary Water Sys t em Components Develop a Digital File of Water System 2 Hydraulic Modeling, Cal ibration , and Fire Flow Evaluation Hydraulic Model Update and Fire Fl ow Evaluation Recommended System Upgrades Tech Memo/Documentat ion 3 AMP&CIP Perform Field In spections Co nduct Interviews w ith City an d SJWC Review/Amend Critical ity Report Evaluate System Needs / Demand Projection Recommend Desired LOS System Needs to Address Risk Develop 10-Year and 20-Yea r CIP Staffing Level & System Needs for Operation 4 System Valuation Kick-Off Meetin g Review Updated Asset Inventory an d Con dition Deve loped by Consu ltant Use photographs, Field Visits and In terviews w ith City and SJWC staff Summ arize City Asse t s and Li ab ilities. Cost Approach Ana lysis Market Approach Ana lys is Income Approach An alys is Value Reconciliation 5 Documents and Meetings Monthly Progress Upd ate Meeting Draft AMP (60%) Draft AMP (90%) Final AMP Draft Valuati on Plan Final Va luation Plan Co unci l Presentation 2018 July August Septem ber October 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 ·- November December 2 3 4 1 2 3 4 TBD Major Milestone Dates: Hydraulic Model (9/28) Draft AMP (12/7) Final AMP (12/21) Draft Valuation Report (12/14) Final Valuation Report (12/21) Counci l Presentation (as directed by the City) Proposed Date for Meeting with the City and SJWC: Workshop 1-Week of June 25111 Workshop 2 -Week of July 9111 Project Check·l n Meeting: First week of every month (July to December) ~, X. ::t.. .......... ~ " '{ 13 GtJ 5 Project Budget .... The cost to provide the proposed sco pe of services will be based on the rate sc hedule shown below. The cost sha ll not exceed $328,4 16 . Any work beyond the scope of work or budgeted amount will be performed based on the proposed rate schedule (Section 4) as time and material. Colors in the Other Indirect Costs represent travel costs for each representative company (Green = Kayuga, Yellow= Hanson, Brown= CMC, Blue= MRV Consulting). Dncription l<a'fUI• Ccill11ct11U'4 .J ~~.C.hl'41>1 I .JimM<pt1erw>1t I (. ... 1h.M,Kimu1• I .tu,1fflC''-'1 Pnnup.a1 ~"•~ment Pnnc:1g•I ... ~-GiSs.,)c<ta hSt Sc:mor MatU.e,:mtnt Consult•n1 to,\1,u1tant Coosultant MANICffl'fflt Coni.u1t•r'll Hanson CMC MIi Valuation Townti.lm,on I (h.r'-:Mt11 I (hi111kM.11 l<twui.c ... "I -.-.,~fwdr~, \ScottMd,.,..honjNlnrv<tGom~I ~(..itp&llo IJu&.n .. ,-,ilo\ fl.,..nlehnMI M•na&Jf\l ··-El"ll•ON!I Hydr• .. h c: MOOclcT lod""" P•r~, Pertncf' A.1.oMltf' St C.O,,svlt•n, !w Con1,u !t•nt Co,uulU.M S 100 S 18S S ISO S U-S S US S lSO S 60 S 165 S 165 rtou ,s Cost lioo.ws Co:,,t Hour, Cost Houo C<n.t HOl.ll's COl-t iouflll Cost II Cost Nuuts I Cost 5i (01,; ..... "'"'" ·~· Wb l o t .. <nh<, lndir,:o:t c..,,, ..... ;1~~::~?~-:. :~:Jl~ ~i~ i*~ i i·~ i·'.; ;: ;~:;;{: :;:i: :.: ::1: .:. t: :::1::-~:: -: rn~: ~~-: ;~= ~ ~. i ~;: .:.:: .: :, '':.==t=~;=::t.=-~ :.= ::· ·:j.::~!.::::::.~'. .. :::<:.~·: ..... :.; .... o::.:i:L .... :::. =:~-:: , ... : .... :: .. : .. ~: .:::c ......... ~:.!:, ::::=:::'. .11:J: ~t: :~:t: :·tt ·::~:-v -~ .j: .. ! L:.::. ::. ::~.:!.~.:: .. :.:.:: .:~ .. r~· .:::.:: ::~·.::E.:·:.::~ .. ~:::::L.:::. :: ::~: :i-~ ... : .. :=: .. ~ .. , ... ii!'t :~J ............ 1. ::;;:::~':::-';;';!"" · · , ··· · · 1• • r ... · ' · .... ·T · ;:·f! ::: ::f:::: ·,·r;~ ..... , · .. · i .. · · ' 1 ) .1~;~!.·;;:.-.. ~;i;.~:i:=·=::.::::.::::._.:.:.::=.=:::.::::.:::::.-.:f 7p~. :::f !{ii~ :::;::::!:L::::;, :)i.: :.._.:~:!!!. ?'-·.-.~i:.i~,:iP. ·~-.ft~~ :.i :_r .. _.::~_.:.: .:.9 .. :p:::::::, .. :.ii::.fi:::.,: :: .. i .. :~i :.::.: .. ;. _..ir ~i. ..... ::::.:, .. ::,::.1 : •. :::.:.~· .:;,::;_.L.::_.:;. :.:.,?:~.:: ::>. _.i :].-".::::.::::-. :~ .. i ::~;.!'i9..~,. .... ~ Condu·alrtW'Wiew1.Mlh~t,ndSJ'1,i( • 16 1 $ 3J1;)0 • -•• li 1 $ 1.8~ .11.{S •• l700 ••. t. . , . .J . , _ .. . . rr-~~1 __ ltt~Nt ~tt;M~I ~~Of'lO:!•~r 4··1s:::z~~~~~- -..l;--Off~,"-' "*" '*"" Updt,!ed '6.SC! ltwet'IIO,y .,..o Conc:hhon ON, UH pnotoJJ~11 f'M'ld VlS,CS •t,d lntc.n •· ~-······· }:H·:~~:~.: t;!···---..i. ''f ,.,:..a: ~:!L,;:: ~:rt .. :.:: .tT . KbendL.iebah1ltt ch AN-\ysl.5 ; i«t,An•~s I • I . .. .. ·t ..... -. . .. 1 r· ' ...... ,.. ' ... ,). Sumfftef,nC.,tvA.J. (.Q,SlAppffMC M•~~., ln<Clfflc~~ ..... ··•.-1··· f .... , .... ] .... f.······! mt}~rr~·t ::~~1;;'.{}'1; ::~:I":t: 1tn:::~i~:w~:i .::: ... !~~ .•6 ... ~ ·~.:J~.::;~ ,:· .. ~ .. ;.1 ... ~.~-1-· 72 'lietu. A1:c1 ~n.,.,.~.,, 11\Clli•tlOfl, ,~~---Mttt· . ' ,.!..l~!! :.":-:.ir,.~ :·;:~:::i j.'.'.'.'.:> · .. 9-:_.)f i·::.:·:i ............ r1i~~ ·:.~::i·i:;,~ "t:lr~-.'i::\i ~;,~:.:: ·:.(Ji ::::.:.:,.: ::.-i :.h:::.::,-._:..;:.· .. f .. tI:.a:.! ..•.. Ti .':.:·::::.:t'i.'.h.'.'.''..'.'.'.'.'.J.).'.li.'.''.' . .'.' .. :.1/.;;it.i.J~:··· ·:L · .... ~~· M.>onth}y PfQlrHS Updt,t.o: Mttltfll Or•ft»-lJ!~ Ct•nM1Pf'°"-I h nal .V.1' Duft V•h.1•ton P1art ... N I V•lt.1•u«il"IM {0!.IJ\01 flrcMnbbon , .... : ~p:: -, _ ---~--·--~ ! 1~ ~ 1: ,! i.:: ~lt -: --+-...... L---_.JI_ --·-t----_ ' -' ,, -' ~ 2 1 ;.ux, +-~!170 8 ~1~20 _ • ;~ .. ,,, ;-.1 . 600 f ---} :~ t: :~: 12 S 1.!.908 us sn,«JO I .. sn,, .. I 160 . sz•.«JO I m Is , •. , .. 1 120 , sn .... l •" I S64,9"' 1 m ! s ••.soo I ,. . su,o [ • _ s """' ~oi] s.,.,,. 72 S 1,.0IO -i---- ' . 7 2 i s.1,908 " I, 1.908 7 2 S 1.908 Jl.4 ; S l,S86 L ,. ,. 16 " 1~4 1l 336 !L3iiii! .,. s '·"" I n s ,, .... 1 "' ! s , .... I 1112 s '""·•1• I s ,.,soo I ~211,416 15 ~\ ~ ' ~ -""'\ ~ 4. Key Project Team Members by Task The following table summarizes project team members ass igned to work t ask s. Team member nam'E!, title, years of experience, invo lvement, and hourly rate (rate schedule) are presented . U.M.11p!lun Colln0-'I ··-1Mlo,I u.......,_.. Con...tl~n1 v.,.,.o1bpc11en1;e lt"'wSy,Mhl:Mtl ,,inc:lp,II M~Oolill'f,.... Conwh,nt I ... C.l\'.,1,111(-..lo .. Ch..-hMl(Jnw,• M(IIOl'~e,....:ot <:0111 .. 11. .... 1 M611.11•m,:nt (onlultant HanM>n CMC MIValuadon Ct...l W M.11 M.ukRodoi,u..i So.M.IM<M~, Uln ...... &w,_ loeC•p•llo M.WWjjlllfl!PMl....,, t, .. -ttvdr.ukMUOricr 11,hll,ll"' " " ...U.nNl•mlllo ., ... l"""'- "' lS • I 16 I . J2 J2 )2 I l7 ,.oo Sl~.00 S U !a-00 S 11;uo S l!.0°'-1 ~-00 Sv!i.OO $60.00 $X.!>OO !,Jl,'.,.00 sn,s.oo s11os.ou si.,oo S1bsoo ___ ~---, 14 ., .. --1',ojKIM~- l WatMS1"Rnirwffll11rt V.i.:wtelt'od.....,met\t(\ll'l~t A)MJlin..nlOtY fooQM..1S...-olJ>Jn....,WMwS-,..t..nCornl)OIW<C• ~•Olciuilfaro,w,1ws~.,... t ,..,.._k.....,~••nr•f~!~ ~a,,llllc:~1°""1Jl)CMl•""'FinlflowlWWIIOII IIN.""1m,:odcd \y .. M1 l)Qjj1~ hKh Memo{'Oonmwnt,111,on AMfl&Ofl l'triOl'fflht11dlt~IIOfU (Oft<JU(tlnl..--....ithCJly-,,d!,MK Ro1.w.../Alnand(111luli1yllapglt lwih..1•!>,r,tllfflNll<oCf1-/0tm.ondl'l"!«lion 11,,,,.......,-,g DitMte<:I lCK ~~-Nnos to AoOrn\ '-1. ~lO-'r....-~lO-YNICIP ~1.Jf""" I__.&. s, .. crmN..ect, to, O.-•uon • l~Y.tw.Uor. ~d~ot1U-..,... kn......,Ul)d.Al..dA.....t~~or,•ldeond<lloo ~l,yCont.4111.1rV1 U14iit101111••J,lhs,fwkl Vl~lt.• aod lfl'-wlthUl'!'•nd SIW{.ulf ~ .. mnw.\l•Cilf~l&ndu.bol<1ies (g;AA,pp,o.xhA,~ l.4a.<"-'IAPf"'OKh~ lnC.DfTWA1P,Pl<M1(h~ v-"°'-unc,i...tll>ft ,1---Mof\thtyPl'oe,-Upd.iU,"'1,Ntonc thttAMl'l"°""I Di,1,ttAM,l90'Jl,I h ow!AMP Di;d1 V....,.1onl't<,n f~Valw111on '1111 t.i..11'.ll.,1otW0Uhoo Hol.Jr•AUocillff lo l •\.11 ,.,,., 21 10 '" ...... ·~ " ''° .. "' lbi•• ttQyn u ~ o ___ ....:;_,___t.._ ,W:.f..__.~L --L-.! ff ---·--··.-M • 16 ,. ll 26 " .Jt~. • u s " .. , ....... ,.__ .... .!_,_ .. -L....-.;._N " " J.--.~.:___~ . ..:l.~--~9. 12 __ •i " . .. ~ .. l 11 ,!_ ----~~ .. ~----·--....!.,,_., 0 ;....0 . ...-, .... _,_. O ·-···· _.,_ H l ""', ,0 " ,o " " ,. 100 " 16 • Jl ,. t ....... ,., -~·----1---L .~ ll.~-.. ... M !L --1-......!1 " ..&.---l -0 .. ~~ 10.11 " .. .. .. , .. _..;..,_1!_-l._ ,., ..,."4,1 II .. 101 1,l. 10.l 10 .• 1U " 1l " 32,4 " .. !_ J6 " " " .. .. .. EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure p1ior to conunencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, prope11y damage, personal injmy liability for premises operations , products and completed operations, contractual liability, and personal and adve11ising injmy with limits no less than $2,000,000 per occmTence (ISO Fonn CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Fo1m CG 25 03 or 25 04) or i~ shall be twice the required occmTencelimit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coyerage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage qf any insurance policy, whichever is greater. b . Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," I will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). · c . The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set fo11h in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a p1imaiy and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured . 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage . 3. Workers' Compensation: As required by the State of California, with Statut01y Limits and Employer's Liability Insurance of no less than $1,000,000 per occmTence for bodily injury or disease . D Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, e1rnrs and omissions , as appropriate to Consultant's profession, with limits no less than $2,000,000 per occmTence or $2,000,000 aggregate. If written on a claims made form : a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services . c . If coverage is canceled or non-renewed , and not replaced with another claims-made policy fo1m with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended repo11ing" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Jn s uran ce R equiremen ts for D es ig n Professionals & Consu ltants Contracts Form Updated Feb . 2018 1 Additional Insured Status The City of Cupe11ino, its City Council, officers , officials , employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the fo1m of an endorsement to Consultant's insurance (at least as broad as ISO Fo1m CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 fo1ms , if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance . Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant 's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein . Specifically, the Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work perfo1med by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorseme~t from the insurer. I Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations , claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter. Verification of Coverage Consultant must furnish acceptable insmance ce11ificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies . Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice . Ex h. D-ln suran ce R equirem ents fo r Design Professio nals & Co ns ultan ts Co ntra cts Fo rm Up dat ed F eb . 20 18 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM IDD IYY YY) ~ 04/24/201 8 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). PRODUCER CONTACT Aimee Guesno NAME : Cornersto ne Spec ialty In surance Services, Inc. iA~8Nr;0 Extl: (714) 73 1-7700 I rtit Nol: (714) 73 1-7750 14252 Culver Drive , A299 E-MAIL aimee@cornerstonespecialty.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Irvine CA 92604 INSURER A : RU Insurance Company 13056 INSURED INSURER B : Hi scox In surance Company 10200 KAYUGA SOLUTION, INC. INSURER C: 9641 Irvine Center Drive INSURER D : INSURER E : Irvine CA 92618 INSURER F : COVERAGES CERTIFICATE NUMBER: 18/19 COVERAGES REVISION NUMBER: THIS IS TO CERTIF Y THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NA MED ABOVE FOR THE POLIC Y PERIOD IND ICATED . NOTWITHSTANDING AN Y 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 . 'rt: TYPE OF INSURANCE INSD WVD POLIC Y NUMBER (~~J-d\s)'./Wvi (~~76TiivWvi LIMITS X COMMERCIAL GENERAL LIABILITY EAC H OCCURRENC E s 2 ,000,000 V -~ CL AIMS-MADE [8] OCCUR U l"'\IYl/"\UL:. IU r,i::1 llt::U PRE MISES /Ea occu rren ce \ $ 1,000 ,000 -X ADDT'L INSURED/PRIMARY MED EXP (Any one person ) $ 10 ,000 ,__ A X BLNKT WVR OF SUBRO PSB0005 20 8 03/03/20 18 03 /03/2019 P ERSONAL & ADV INJURY s INCLUDED ,__ V G EN'L AGG RE GATE LI MIT A PPLIES PER: G ENERAL AGGRE GATE $ 4 ,000 ,0 00 R POLICY [8] rrg: D LOC P RODUCTS -COMP/O P AGG s 4 ,000,000 OTHE R: $ AUTOMOBILE LIABILITY COMBINE D SINGLE LIM IT s 1,000,000 1/ /Ea accident\ X A NYAUTO BODILY INJURY (Per person) s -SC HEDULED A OWNED PSA000222 9 03/03/2 01 8 03/03/2 019 BODILY INJURY (Pe r accident) $ A UTOS ONLY AUTOS -HI RED -NON-OWNED PRO PERTY DAMAGE AU TOS ONLY AU TOS ONLY /Per accident\ $ --Medical payments $ 5 ,000 UMBRELLA LIAB H OCCU R EAC H OCCURRENC E $ 1,000,000 ,__ PSE0002867 03/0 3/2 018 03/03/20 19 1,000,000 A X EXCESS LIAB CLAIMS-MADE AGG RE GATE s DED I XI RETE NTION s 0 $ WORKERS COMPENSATION XI PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N 1,000,000 v-A NY PROPRIETOR/PARTNER/EX ECUT IVE D PSW0003014 03/03/2018 03/03/2019 E .L. EAC H ACC IDENT s A O FFIC E R/M EMBER EXCLUDED? NIA (Mandatory in NH) E.L. DI SEASE -EA E MPLOYEE s 1,000,000 If yes, d escri be under DESCRIPTIO N OF OPE RATIONS below E.L. DI SEASE -PO LI CY LI MIT $ 1,000 ,000 Each Claim $1,000,000 \/ PROFESSIONAL LIABILITY $2 ,000 ,000 I/"" B Claim s Made MPL 1549534 .18 0 3/03/2 01 8 0 3/0 3/2019 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space is required) The City of Cupertino, its City Council , officers, officials, employees, agents, servants and vo lunteers are Additional Insured for General Liability but onl y if required by w ritten contract with the Named In sured prior to an occ urrence and as per attached endorsement. Covera ge is subject to all pol icy term s and condi tio ns. '30 days notice of cancellation , ex cept for 10 days notice for no n-payment of premium. For Professional Liability coverage, the aggregate limit is the total in surance available for all covered claims reported within the policy period. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10 30 0 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 950 14-3202 ~;J,,~~·~ I © 1988-2015 ACORD CORPORATION . All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: PSA0002229 PPA 300 03 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided un the following: BUSINESS AUTO COVERAGE FORM I. Blanket Additional Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision : Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage , but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II - COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non- contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs . PPA 300 03 13 II. Blanket Waiver Of Subrogation The following is added to the SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. Page 1 of 1 Policy Number:PSE0002867 RLI Insurance Company Named Insured: Kayuga Solution, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack@ FOR DESIGN PROFESSIONALS EXCESS LIABILITY ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT B. Additional Insured -Primary/Non-contributory C. Waiver Of Transfer Of Rights Of Recovery Against Others To Us This endorsement modifies insurance provided under the following : COMMERCIAL EXCESS LIABILITY COVERAGE FORM B. Additional Insured -Primary/Non- contributory Paragraph K . Other Insurance of SECTION IV -CONDITIONS is deleted and replaced by the following : K. Other Insurance If other insurance , whethe r collectible or not , is available to the insured covering a loss also covered by this policy, the insurance afforded by this policy shall be in excess of, and shall not contribute with , such other insurance . However, if the underlying insurance provides coverage to an additional insured on a primary basis , or a primary and non-contributory basis, this insurance shall be available to such additional insured on an excess basis over the underlying insurance. We will not share with other insurance which covers such additional insured as a named insured . C. Waiver Of Transfer Of Rights Of Recovery Against Others To Us Paragraph L. Subrogation of SECTION IV - CONDITIONS is deleted and replaced by the following : L. Subrogation In the event of any payment under this policy , the insured must not ify us of any of the insured's rights of recovery against any person or organization . We shall be subrogated to all such rights. The insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights . The insured shall do nothing after loss to prejudice such rights. However we waive any rights of recovery we may have against any person or organization if the underlying insurance also waives such rights . Any amount recovered through subrogation or otherwise shall be apportioned in the inverse order of payment of the claim or claims involved to the extent of actual payment thereof by all interests . The expenses of all such recoveries and proceedings in connection therewith shall be apportioned in the ratio of respective recoveries . With respect to proceedings conducted solely by us , if there is no recovery , we will bear the expense thereof. If there is a recovery , we shall be reimbursed in full from such recovery for the amount of all expenses incurred by us before apportionment Policy Number: PSB0005208 RLI Insurance Company Named Insured : Kayuga Solution, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work " and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance . 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured , and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization . We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed . ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to reco ver our payments from anyone liable for an injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described i n the Schedule. The additional premium for this endorsement shall be __ % of the California workers' compensation premium otherwise due on such remuneration . Schedule Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before a loss Job Description Job performed for any person or organization that you have agreed with in a written contract to provide this agreement. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . (The information below is required only when this endorsement is issued subsequent to preparation of the policy .) Endorsement Effective 3/3/2018 Insured Kayuga Solution, Inc . Policy No. PSW0003014 Insurance Company RU Insurance Company Endorsement No .