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HomeMy WebLinkAbout2008-11-18; City Council; 19639; FCS Group AgreementCITY OF CARLSBAD CITY COUNCIL AND MUNICIPAL WATER DISTRICT - AGENDA BILL 11 19.639AB# MTG. 11-18-08 DEPT. PW/M&O APPROVING THE AGREEMENT FOR A COST OF SERVICES & RATE DESIGN STUDY WITH FCS GROUP, INC. DEPT. HEAD /, CITY ATTY. CITY MGR.(Jj RECOMMENDED ACTION: Adopt Resolution No. 2008-308 of the City Council of the City of Carlsbad, California approving an agreement with FCS Group, Inc., to provide a comprehensive Cost of Services and Rate Design Study for wastewater operations. Adopt Resolution No.1345 of the Board of Directors of the Carlsbad Municipal Water District, California approving an agreement with FCS Group, Inc., to provide a comprehensive Cost of Services and Rate Design Study for potable and recycled water operations. ITEM EXPLANATION: Proposition 218, officially titled the "Right to Vote on Taxes Act," was approved by California voters on November 5, 1996. It added articles XIII C and XIII D to the California Constitution. This Proposition added substantive and procedural requirements on new and increased taxes, assessments, property related fees and charges and includes placing the burden on agencies providing public utility service (e.g., water, wastewater, etc.) to develop cost of service studies that document the costs for which the fees and charges are being imposed. The California Supreme Court has determined that water fees and charges are a property related fee and subject to the procedural requirements set forth in the constitution, namely, • Notice and hold a majority protest hearing. • Fees and charges may only be used for the services provided. • Fees and charges may not exceed the amount required to provide the service. Although not yet specifically addressed by the Supreme Court, these requirements likely apply to sewer charges and fees. The most recent cost of service study for Carlsbad was completed in January 1996. That study included recommendations about what levels the City and District should maintain reserves in order to have sufficient funding available to meet its operating, capital, and debt service obligations in the potable water, recycled water, and wastewater enterprise funds. The policies established at that time were intended to allow the City and District to fund expenditures in a manner consistent with Carlsbad's Water, Recycled Water and Wastewater Master Plans, the 10-Year Financial Plan, the Carlsbad Growth Management Plan, and to avoid significant rate fluctuations due to changes in cash flow requirements. The outcome of the proposed study should provide data to update and/or revise the fiscal policies of the 1996 study and will include new policy elements such as utility rate compliance with Proposition 218. There is also an optional component to the contract that asks for the contractor to be available to incorporate any new information from the Water & Wastewater Master Plan Updates which are expected to be completed by 2011 into a revised cost of service analysis if requested to do so by staff. Page 2 A Request for Proposal (RFP) to conduct a Cost of Service and Rate Design Study was placed and advertised on the City bid site. Eight responses to the RFPs were received and following a best value analysis, staff recommends PCS Group, Inc. as the best firm to perform the studies. The intent is to complete the Cost of Service and Rate Design Study by February 2009, in time to incorporate any new or revised policies in the FY 2009-10 Water and Wastewater Capital Improvement Program (CIP) and Operating Budgets ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code Section 21065 and CEQA Guidelines Section 15738, this contract does not constitute a "project" within the meaning of CEQA and therefore, does not require environmental review. FISCAL IMPACT: The total cost of the contract with FCS Group is $173.380. as follows: • Cost of Services & Rate Design Studies - $138.855 • Water & Wastewater Master Plan Updates (optional services) - $34,525 The cost of the contract will be shared equally between the Water and Wastewater Operating Budgets; i.e., $86,690 to be encumbered to Water pursuant to a CMWD Professional Services Agreement, and $86,690 to be encumbered to Wastewater pursuant to a City of Carlsbad Professional Services Agreement. There are sufficient appropriations in both enterprise budgets to cover all costs associated with this work, including the optional services. EXHIBITS: 1. Resolution No. 2008-308 of the City Council of the City of Carlsbad, California approving an agreement with FCS Group, Inc. to provide a comprehensive Cost of Services and Rate Design Study for wastewater operations. 2. Resolution No. 1345 of the Board of Directors of the Carlsbad Municipal Water District, California approving an agreement with FCS Group, Inc. to provide a comprehensive Cost of Services and Rate Design Study for potable and recycled water operations. 3. Agreement for Cost of Services and Rate Design Study Services with FCS Group, Inc. (City) 4. Agreement for Cost of Services and Rate Design Study Services with FCS Group, Inc. (CMWD) FOR CITY CLERKS USE ONLY. COUNCIL/BOARD ACTION: APPROVED » CONTINUED TO DATE SPECIFIC D DENIED D CONTINUED TO DATE UNKNOWN D CONTINUED D RETURNED TO STAFF D WITHDRAWN D OTHER-SEE MINUTES D AMENDED D DEPARTMENT CONTACT: Mark Stone 760-438-2722 mston@ci.carlsbad.ca.us EXHIBIT 1 1 RESOLUTION NO. 2008-308 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 3 CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT WITH FCS GROUP, INC., TO PROVIDE A COMPREHENSIVE 4 COST OF SERVICES AND RATE DESIGN STUDY FOR WASTEWATER OPERATIONS. 5 WHEREAS, Proposition 218, officially titled the "Right to Vote on Taxes Act," was 6 approved by California voters on November 5, 1996. This Proposition added substantive and 7 procedural requirements on new and increased taxes, assessments, property related fees and 8 charges which includes placing the burden on agencies providing public utility service (e.g., 9 wastewater, etc.) to develop cost of service studies that document the costs for which the fees 10 and charges are being imposed; and WHEREAS, the most recent cost of service study for Carlsbad was completed in January 1996; and13 WHEREAS, city staff does not have the technical skills and expertise necessary to14 conduct a Wastewater Cost of Service and Rate Design Study; and ID WHEREAS, the City issued a Request for Proposal (RFP) for a Wastewater Cost of16 Service and Rate Design Study; and WHEREAS, after careful review and evaluation the Selection Committee recommended18 FCS Group, Inc. to provide the Wastewater Cost of Services and Rate Design Study.I \y _n WHEREAS, selection of FCS Group, Inc. is expected to perform the study in an 21 expedited fashion without compromising the final work product. 22 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, 23 California, as follows: 24 1. That the above recitations are true and correct. 25 /// 26 /// 27 28 1 2. That the agreement to conduct a Cost of Service and Rate Design Study for 2 Wastewater Operations by PCS Group, Inc. at a cost of $86,690 is approved and 3 the Mayor is hereby authorized to execute said agreement. 4 /// 5 /// 6 /// 7 /// 8 /// 9 /// 10 /// 11 /// 12 /// 13 /// 14 /// 15 /// 16 /// 17 /// 18 /// 19 /// 20 /// 21 /// 22 /// 23 24 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Carlsbad City Council and Carlsbad Municipal Water District Board of Directors, held on the 18th day of November, 2008, by the following vote: AYES: Council Members Lewis, Hall, Packard and Nygaard. NOES: None. ABSENT: Council Member Kulchin. ATTEST: LORRAINE M.M/p>6D, City tflerk /SEAL) V EXHIBIT 2 1 2 RESOLUTION NO. 1345 3 A RESOLUTION OF THE BOARD OF DIRECTORS OF CARLSBAD MUNICIPAL WATER DISTRICT (CMWD) 4 APPROVING AN AGREEMENT WITH FCS GROUP, INC., TO PROVIDE A COMPREHENSIVE COST OF SERVICES AND 5 RATE DESIGN STUDY FOR POTABLE AND RECYCLED WATER OPERATIONS. 6 7 WHEREAS, Proposition 218, officially titled the "Right to Vote on Taxes Act," was 8 approved by California voters on November 5, 1996. This Proposition added substantive and 9 procedural requirements on new and increased taxes, assessments, property related fees and 10 charges which includes placing the burden on agencies providing public utility service (e.g., 11 water, etc.) to develop cost of service studies that document the costs for which the fees and 12 charges are being imposed; and 13 WHEREAS, the most recent cost of service study for Carlsbad was completed in 14 January 1996; and 15 WHEREAS, city staff does not have the technical skills and expertise necessary to 16 conduct a Water and Recycled Water Cost of Service and Rate Design Study; and 17 WHEREAS, the City issued a Request for Proposal (RFP) for a Water and Recycled 18 Water Cost of Service and Rate Design Study; and 19 WHEREAS, after careful review and evaluation the Selection Committee recommended 20 FCS Group, Inc. to provide the Water and Recycled Water Cost of Service and Rate Design 21 Study. PP WHEREAS, selection of FCS Group, Inc. is expected to perform the study in an po expedited fashion without compromising the final work product. 24 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Carlsbad Municipal pc Water District (CMWD) of the City of Carlsbad, California, as follows: 26 1. That the above recitations are true and correct. 27 28 1 2. That the agreement to conduct a Cost of Service and Rate Design Study for 2 Potable and Recycled Water Operations by PCS Group, Inc. at a cost of $86,690 3 is approved and the Board President is hereby authorized to execute said agreement. 5 '" 6 7 8 /// 9 /// 10 /// 11 /// 12 /// 13 /// 14 /" 15 "' III16 17 18 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 '" 26 '" III 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Carlsbad Municipal Water District Board of Directors and the Carlsbad City Council, held on the 18th day of November, 2008, by the following vote: AYES: Board Members Lewis, Hall, Packard and Nygaard. NOES: None. ABSENT: Board Member Kulchin. ATTEST: ZORRAlJJE M. W0OD, Secretary O /(SEAL)1 /Mill///,, l^ ti EXHIBIT 3 AGREEMENT FOR COST OF SERVICES AND RATE DESIGN STUDY SERVICES (FCS Group, Inc.) THIS AGREEMENT is made and entered into as of the / 9 day of , 20 A&, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and FCS Group, Inc., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in wastewater utility cost of services and rate design studies. B. Contractor has the necessary experience in providing professional services and advice related to wastewater utility cost of service and rate design studies. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be not to exceed Eighty Six Thousand, Six Hundred and Ninety dollars ($86,690). No other compensation for the Services will be allowed except for items covered by City Attorney Approved Version #05.06.08 subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any City Attorney Approved Version #05.06.08 subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VM". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. City Attorney Approved Version #05.06.08 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version #05.06.08 10 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. Under this agreement, the City agrees not to distribute the computer models produced during this study to outside vendors without the Consultant's authorization. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv: Name Mark Stone Title Deputy PW Director For Contractor: Name Robb Grantham Department Maint. & Operations City of Carlsbad Address 5950 El Camino Real Carlsbad. CA 92008 Title Senior Project Manager Address 225 Bush Street. Suite 1825 San Francisco. CA 94104 Phone No. (415)445-8947 Email Address robbg@fcsgroup.com Phone No. (760) 438-2722 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City Attorney Approved Version #05.06.08 II City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #05.06.08 6 12. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #05.06.08 \'b acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill III III III III III III III III III City Attorney Approved Version #05.06.08 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions^ this Agreement. CITY corpoo (sign here) (print name/title)ATTEST: (e-r^ail acfdres^)/ *Bv: /kIMJI i/M/M\t L JL0A iZZ nnn / /OOD /l' /'(e-ma(l address)/ if required by City, proper notarial acknowledgment of execution by __,,r must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorney City Attorney Approved Version #05.06.08 <> PCS GROUP EXHIBIT "A" SCOPE OF WORK TASK PLAN The following task plan outlines PCS GROUP'S structure for undertaking the data review, policy review, analysis, review and documentation of the wastewater cost of service and rate study process. Within this task plan, PCS has incorporated work products for each scope of work element referenced in the City's Request for Proposal (RFP). Task 1 - Project Management and Communication PCS GROUP will keep an open line of communication with the City through meetings and a project management and control plan. This plan will establish the protocols for communication and data transfer. The plan will help to minimize the time impacts on staff, while enhancing data transfer from staff. 1.1 Kick-off Meeting & Data Collection - PCS GROUP will hold a project kick-off meeting with Carlsbad staff to review the scope of work, background information, initial data needs, and to establish appropriate lines of communication for any arising concerns. The history and context of existing fees will be reviewed and discussed as well as management preferences related to the project. PCS GROUP will develop a preliminary written data request that will precede the project kick-off meeting, so that readily available materials can be assembled and remaining data needs can be reviewed and discussed. The data request will address fiscal policies and practices, historical and projected operational and maintenance expenditures, operating transfers, non-operating revenues, debt service requirements, replacement funding and capital improvement needs. 1.2 Communication Plan - Following the kick-off meeting, PCS GROUP will develop a project management and control plan to facilitate communication with the City regarding progress, technical issues and planned activities. This plan will establish the protocols for communication and data transfer. The plan will help to minimize the time impacts on staff, while enhancing data transfer from staff. Our project manager will be the primary client contact, with direct and targeted interaction with the technical advisor and analyst. We will thoroughly review the data received for adequacy and completeness and assess the need for additional data. As necessary, PCS GROUP will work with Carlsbad to develop a plan to fill-in any data gaps when there are omissions or deficiencies in the data. 1.3 Project Meetings - PCS GROUP will participate in progress meetings with Carlsbad staff. We have scoped three (3) meetings, combined with the Water Cost of Services Study being conducted concurrently, including the project kick-off meeting. These workshops will allow staff to review and provide input on the financial plan. Task 2 - Prepare Budget Projections and Assess Revenue Requirements PCS GROUP will perform a financial analysis which evaluates utility revenue requirements that account for all costs associated with operating and maintaining the water, recycled water and wastewater utilities. These analyses will rely on historic expenditures and system growth; projected operating, non- operating, debt-related and capital expenditures; increased demands; and, projected revenues. City Attorney/General Counsel Approved Version #05.06.08 10 llo <> FCS GROUP The analyses will be captured in financial planning models. The models will be structured to project revenue needs related to a 20-year planning horizon. While the primary focus of this study will be to produce a three year rate package, the model will allow the user to evaluate both short- and long-term rate strategies in a comprehensive manner. The model will calculate rate revenue requirements based on cash flow, bond coverage, and fiscal policy requirements. 2.1 Fiscal Policies Review - In developing the financial models, FCS GROUP will review and evaluate the wastewater utility's guiding fiscal policies as they relate to capital funding, and appropriate operating, capital, emergencies, rate stabilization and connection charge reserves/funds. We understand the desire to cash fund capital projects over the next 5 to 10 years. 2.2 Historical Financial Statements and Budgets - FCS GROUP will develop revenue requirements and sufficiency analyses based on historic data and projected expenditures. The analyses will extend through 20-year planning horizons in order to provide an estimated impact of the long-term capital program. 2.3 Capital Improvement Program - FCS GROUP will incorporate Carlsbad's capital improvement program within its analysis, including all future capital improvement projects. FCS GROUP will recommend a capital funding strategy based on debt ratios, replacement and expansion needs, funding sources, and rate impacts. The model will utilize cost "S" curves that take into account the timing, duration and costs of specific projects. This feature will allow staff to review potential projects from a fiscal perspective and assess the feasibility of such projects before spending too much time and money evaluating potential projects from an engineering standpoint. 2.4 Revenue Requirement - At the heart of any utility rate study is a revenue requirement, which uses projected cash flows and debt service requirements to project revenue shortfalls. Using historical records, FCS GROUP will project future operating and maintenance expenditures. Ongoing expenditures will be escalated annually on a line-item basis using a range of escalation factors. For example, variable costs, such as power, will increase not only by general cost inflation, but also with increases in utility demands. Additionally, debt and non-operating revenues and expenditures will also be evaluated. Using these projections, FCS GROUP will develop a financial model for the wastewater utility that incorporates the preceding tasks and assess the forecasted revenues through a cash flow sufficiency test and debt service coverage test. The result of the analyses will be an accurate projection of revenue required to service total service operations and debt. The model will consist of a functional set of methods and data that meet the objectives set forth in the RFP, including the ability to update revenues and expenses, and calculate costs associated with the collection and treatment of wastewater. Task 3 - Develop Proposed Utility Rates Based on Cost of Service The rate design analysis determines, using system planning and statistical data, an allocation of costs to customer classes, defining an equitable cost-based rate burden. Since restructuring rates will almost inevitably shift cost burdens, a valid cost allocation analysis is essential to ensuring this equitable allocation and recovery of costs. FCS GROUP will begin with a management review of general rate options, is then supported by a cost analysis process, and returns to a review of specific rate proposals. 3.1 Utility Rate Review- FCS GROUP will meet with utility management to review and evaluate potential rate structure alternatives. Based on our extensive experience, we will advise Carlsbad on key features likely to promote policy objectives while retaining equitable cost recovery. From this City Attorney/General Counsel Approved Version #05.06.08 11 «:> PCS GROUP session, multiple rate structure alternatives will be identified for analysis and development. A portion of this task will be devoted to the discussion of potential drought rate structures, and the impacts to flow- based wastewater service charges. 3.2 Customer Data Analysis - PCS GROUP will evaluate historical billing information. Due to the variable nature of utility rates, it is important to evaluate a multi-year trend and determine the potential revenue lulls during low-usage years. PCS will thoroughly examine the usage data, calibrating billing records against actual rate revenues to prevent over or under estimation of Carlsbad's sewer service area customer base. This is a critical step in setting appropriate and sufficient rates. 3.3 Develop Proposed Rates - This task involves three separate components - 1) allocating costs by function, 2) allocating costs by customer class, and 3) calculating wastewater rates. Based on the rate evaluation performed under the previous tasks, PCS GROUP will develop rates for the wastewater utility based on the preferred rate structures. These rates will be based on "cost-of-service" principles that incorporate the work performed in all previous tasks and will adhere to Proposition 218 requirements. 3.4 Surcharges and Miscellaneous Fees - PCS GROUP will review all fees, charges and surcharges in use. We will examine current costs associated with the treatment of wastewater by the Encina Wastewater Authority, and evaluate implementing a surcharge to recover the expenses associated with any price increases. This will allow customers to see that a portion of their rates are increasing due to increased wastewater treatment costs. Additionally, PCS GROUP will determine the cost of service for other miscellaneous fees. These fees will be based on fully loaded labor costs and cost of materials. 3.5 Wastewater Connection Fees - PCS GROUP will provide a connection fee study for the wastewater utility. Calculation of a connection fee is a simple mathematical operation; however, defining the cost and capacity bases that make up that operation are more complex and represent the core of the connection fee study. Basic steps in defining the basis for and computing the connection fee are as follows: defining existing facilities in service; defining future facilities required; allocating existing and future facilities to beneficiaries; establishing a connection equivalency basis; and, dividing allocated facility costs by the expected growth to be served. We will incorporate the data used from the wastewater utility cost of service study for efficiencies. 3.6 Internal Review - PCS GROUP will conduct an independent and objective review of the proposed rates for the wastewater utility. This review will be performed by a senior project manager with extensive experience developing utility rates. This proposed task is additive to the Carlsbad's original project scope. However, we believe this proposed QA/QC process is vital to delivering tested and defensible recommendations. We believe the level of this review is unique and reflects the depth of our resources. Task 4 - Project Meetings, and Draft and Final Reports Based on the findings and recommendations of this study, PCS GROUP will develop a draft and final report, attend meetings with staff, and present to stakeholders and the Carlsbad City Council. 4.1 Prepare Draft Report - After all analyses have been performed, PCS GROUP will develop a draft report. The report will contain an executive summary that provides a clear and concise overview of the study and its recommendations. The main body of the report will provide additional detail and supporting charts and graphs. PCS GROUP will provide an electronic version of the draft report for staff review and comment. City Attorney/General Counsel Approved Version #05.06.08 12 \6 <:> PCS GROUP 4.2 Prepare Final Study Report - Based on staff review and comment, PCS GROUP will finalize the report and produce the final report (8 copies plus one unbound reproducible copy). PCS GROUP will finalize presentation materials and provide an electronic (MS PowerPoint) version. 4.3 Presentations - PCS GROUP will make six (6) presentations, combined with the Water Cost of Services Study being conducted concurrently, in order to articulate the methodology behind the analysis and promote the recommendations. These presentations will be aimed at the Carlsbad City Council and/or Citizens. 4.4 Computer Rate Model Training -At the close of this project, a one-day training session will be held with staff. We believe that having a usable financial planning tool is a critical project deliverable. The models will allow Carlsbad staff to run "what-if scenarios as necessary, often times eliminating no- go projects before spending significant time or money investigating their feasibility. The model will also be designed to be transparent, allowing staff to quickly respond to questions regarding specific impacts to rates. As a part of this effort, training tasks will be provided after the first session to generate added participation and insight into model use. COST ESTIMATES The proposed fixed costs associated with providing the services presented within this proposal amount to $69.428. This amount includes labor, indirect and direct costs and is broken down by task as follows: FCS GROUP Proposed Project Budget Labor Effort & Expense by Task 1.Project Management & Communication Project Management Kick-Off Meeting & Data Collection Workload by Consultant Principal $235.00 1.0 0.0 Project Manager $190.00 4.0 5.0 Technical Advisor $190.00 0.0 0.0 Analyst $135.00 0.0 7.0 Admin Total Support Labor $65.00 Expenses 2.0 0.0 $ $ 1,125 1,895 Direct Total Expenses Expenses $ $ $ 450 $ 1,125 2,345 2. Budget Projections & Revenue Requirements 3. 4. Fiscal Policies Review Historical Financial Statements and Budgets Capital Improvement Program Revenue Requirement Develop Proposed Rates & Fees Utility Rate Review Customer Data Analysis Develop Proposed Rates • Surcharges & Miscellaneous Fees Water & Wastewater Connection Fees Internal Review 1.0 0.0 0.5 1.0 1.0 0.0 0.5 0.0 3.0 2.0 4.0 1.0 2.0 12.0 2.0 3.0 1.0 2.0 14.0 2.0 1.0 0.0 0.0 0.0 0.5 0.0 0.0 0.0 0.0 4.0 12.0 4.0 12.0 60.0 5.0 40.0 50.0 9.0 44.0 2.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 $ $ $ $ $ , $ $ $ $ $ 2,805 730 2,118 10,615 1,385 5,970 7,058 1,595 9,305 1,880 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2,805 730 2,118 10,615 1,385 5,970 7,058 1,595 9,305 1,880 Project Meetings, and Draft and Final Reports Project Meetings (3; water & wastewater) Prepare Draft Report Prepare Final Study Report Public Presentations (3) Computer Rate Model Training Total Study Hours 0.0 1.0 0.5 0.0 0.0 11.5 20.0 4.0 2.0 36.0 0.0 114.0 0.0 1.0 0.0 0.0 0.0 6.5 4.0 12.0 6.0 24.0 5.0 296.0 1.0 2.0 2.0 6.0 0.0 13.0 $ $ $ $ $ „„ $ 4,405 2,935 1,438 10,470 675 66,403 S $ $ $ S $ 900 $ 25 $ 75 $ 1,350 $ 225 $ 3,025 $ 5,305 2,960 1,513 11,820 900 69,428 City AttOTiey/General Counsel Approved Version A'Q5.06.08 13 «:> PCS GROUP OPTIONAL SERVICES Carlsbad intends to update its Wastewater Master Plan by early 2011. At Carlsbad's request, PCS GROUP will be readily available to incorporate any new information from the master plan into a revised cost of service analysis. At this time, it is estimated that this service will cost approximately $17.263. Please see the preliminary budget by task outlined below. Optional Master Plan Update Labor Effort & Expense by Task Workload by Consultant Principal $275.00 Project Manager $220.00 Technical Advisor $220.00 Analyst $160.00 Admin Support $75.00 Total Labor Expenses Direct Total Expenses Expenses 1. Project Management & Communication Project Management Kick-Off Meeting & Data Collection 0.5 0.0 2.0 5.0 0.0 0.0 0.0 7.0 1.0 0.0 $ $ 653 2,220 $ $ $ 450 $ 653 2,670 2. Budget Projections and Revenue Requirements 3 Capital Improvement Program Revenue Requirement 0.5 0.5 2.0 4.0 0.0 0.0 12.0 36.0 0.0 0.0 $ $ 2,498 6,778 $ $ $ $ 2,498 6,778 . Project Meetings, and Draft and Final Reports Prepare Draft Update Memo Prepare Final Update Memo Project Meeting (1) Total Study Hours 1.0 0.5 0.0 3.0 2.0 2.0 5.0 22.0 0.0 0.0 0.0 0.0 6.0 2.0 3.0 66.0 1.0 0.5 1.0 3.5 $ $ $ „„ $ 1,750 935 1,655 16,488 $ $ $ $ $ 50 $ 275 $ 775 $ 1,750 985 1,930 17,263 * Hourly rates are assumed to increase at 5% per year. City Attorney/General Counsel Approved Version #05.06.08 14 EXHIBIT 4 AGREEMENT FOR COST OF SERVICES AND RATE DESIGN STUDY SERVICES (FCS Group, Inc.) THIS AGREEMENT is made and entered into as of the / (TC-' day of WV/U/7? L0j>J , 206_&, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), and and FCS Group, Inc., a California Corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of consultant that is experienced in water utility cost of services and rate design studies. B. Contractor has the necessary experience in providing professional services and advice related to water utility cost of service and rate design studies. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be not to exceed Eighty Six Thousand, Six Hundred and Ninety dollars General Counsel Approved Version #05.06.08 1 ($86,690). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and its officers, officials, employees and volunteers from and against all claims, damages, losses General Counsel Approved Version #05.06.08 2 and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD incurs or makes to or on behalf of an injured employee under the CMWD's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early, termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VM", OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the General Counsel or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. General Counsel Approved Version #05.06.08 3 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The CMWD will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, General Counsel Approved Version #05.06.08 documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. Under this agreement, CMWD agrees not to distribute the computer models produced during this study to outside vendors without the Consultant's authorization. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Mark Stone Name Robb Grantham Title Deputy PW Director Title Senior Project Manager Address 5950 El Camino Real Address 225 Bush Street. Suite 1825 Carlsbad. CA 92008 San Francisco. CA 94104 Phone No. (760)438-2722 Phone No. (415) 445-8947 Email Address mston@ci.carlsbad.ca.us E-Mail Address robba@fcsgroup.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST CMWD will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and CMWD's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the Secretary of the Board those schedules specified by CMWD and contained in the Statement of Economic Interests Form 700. General Counsel Approved Version #05.06.08 Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the CMWD an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. General Counsel Approved Version #05.06.08 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et sea., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or General Counsel Approved Version #05.06.08 7 improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. General Counsel Approved Version #05.06.08 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR *Bv: y Y^"^"rrr' \%///? fLM/^ L (>prinrname/titl^) Ahi\fj±&$G/QJL. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act ofX»1Ik and a Subsidiary Djstfct of thA 0W/of Carlsbac ^^^&m dosignoe- ATTEST:c\*< f>fif j\/E> K/loiicifti'M'^or = $1 LORRAINE Secretary If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFOor Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel Deputy General Counsel General Counsel Approved Version #05.06.08 <:> PCS GROUP EXHIBIT "A" SCOPE OF WORK TASK PLAN The following task plan outlines PCS GROUP'S structure for undertaking the data review, policy review, analysis, review and documentation of the cost of service and rate study process. Within this task plan, PCS has incorporated work products for each scope of work element referenced in the District's Request for Proposal (RFP). Task 1 - Project Management and Communication PCS GROUP will keep an open line of communication with the District through meetings and a project management and control plan. This plan will establish the protocols for communication and data transfer. The plan will help to minimize the time impacts on staff, while enhancing data transfer from staff. 1.1 Kick-off Meeting & Data Collection - PCS GROUP will hold a project kick-off meeting with Carlsbad staff to review the scope of work, background information, initial data needs, and to establish appropriate lines of communication for any arising concerns. The history and context of existing fees will be reviewed and discussed as well as management preferences related to the project. PCS GROUP will develop a preliminary written data request that will precede the project kick-off meeting, so that readily available materials can be assembled and remaining data needs can be reviewed and discussed. The data request will address fiscal policies and practices, historical and projected operational and maintenance expenditures, operating transfers, non-operating revenues, debt service requirements, replacement funding and capital improvement needs. 1.2 Communication Plan - Following the kick-off meeting, PCS GROUP will develop a project management and control plan to facilitate communication with the District regarding progress, technical issues and planned activities. This plan will establish the protocols for communication and data transfer. The plan will help to minimize the time impacts on staff, while enhancing data transfer from staff. Our project manager will be the primary client contact, with direct and targeted interaction with the technical advisor and analyst. We will thoroughly review the data received for adequacy and completeness and assess the need for additional data. As necessary, PCS GROUP will work with Carlsbad to develop a plan to fill-in any data gaps when there are omissions or deficiencies in the data. 1.3 Project Meetings - PCS GROUP will participate in progress meetings with Carlsbad staff. We have scoped three (3) meetings, combined with the Wastewater Cost of Services Study being conducted concurrently, including the project kick-off meeting. These workshops will allow staff to review and provide input on the financial plan. Task 2 - Prepare Budget Projections and Assess Revenue Requirements PCS GROUP will perform a financial analysis which evaluates utility revenue requirements that account for all costs associated with operating and maintaining the water, and recycled water utilities. These analyses will rely on historic expenditures and system growth; projected operating, non-operating, debt- related and capital expenditures; increased demands; and, projected revenues. City Attorney/General Counsel Approved Version ff05.06.Q8 10 <> FCS GROUP The analyses will be captured in financial planning models. The models will be structured to project revenue needs related to a 20-year planning horizon. While the primary focus of this study will be to produce a three year rate package, the model will allow the user to evaluate both short- and long-term rate strategies in a comprehensive manner. The model will calculate rate revenue requirements based on cash flow, bond coverage, and fiscal policy requirements. 2.1 Fiscal Policies Review - In developing the financial models, FCS GROUP will review and evaluate the water utility's guiding fiscal policies as they relate to capital funding, and appropriate operating, capital, emergencies, rate stabilization and connection charge reserves/funds. We understand the desire to cash fund capital projects over the next 5 to 10 years. 2.2 Historical Financial Statements and Budgets - FCS GROUP will develop revenue requirements and sufficiency analyses based on historic data and projected expenditures. The analyses will extend through 20-year planning horizons in order to provide an estimated impact of the long-term capital program. 2.3 Capital Improvement Program - FCS GROUP will incorporate Carlsbad's capital improvement program within its analysis, including all future capital improvement projects. FCS GROUP will recommend a capital funding strategy based on debt ratios, replacement and expansion needs, funding sources, and rate impacts. The model will utilize cost "S" curves that take into account the timing, duration and costs of specific projects. This feature will allow staff to review potential projects from a fiscal perspective and assess the feasibility of such projects before spending too much time and money evaluating potential projects from an engineering standpoint. 2.4 Revenue Requirement - At the heart of any utility rate study is a revenue requirement, which uses projected cash flows and debt service requirements to project revenue shortfalls. Using historical records, FCS GROUP will project future operating and maintenance expenditures. Ongoing expenditures will be escalated annually on a line-item basis using a range of escalation factors. For example, variable costs, such as power, will increase not only by general cost inflation, but also with increases in utility demands. Additionally, debt and non-operating revenues and expenditures will also be evaluated. Using these projections, FCS GROUP will develop financial models for the water utility that incorporates the preceding tasks and assess the forecasted revenues through a cash flow sufficiency test and debt service coverage test. The result of the analyses will be an accurate projection of revenue required to service total service operations and debt. The model will consist of a functional set of methods and data that meet the objectives set forth in the RFP, including the ability to update revenues and expenses, and calculate costs associated with the purchase, distribution, and treatment of water, recycled water and wastewater. Task 3 - Develop Proposed Utility Rates Based on Cost of Service The rate design analysis determines, using system planning and statistical data, an allocation of costs to customer classes, defining an equitable cost-based rate burden. Since restructuring rates will almost inevitably shift cost burdens, a valid cost allocation analysis is essential to ensuring this equitable allocation and recovery of costs. FCS GROUP will begin with a management review of general rate options, is then supported by a cost analysis process, and returns to a review of specific rate proposals. 3.1 Utility Rate Review- FCS GROUP will meet with utility management to review and evaluate potential rate structure alternatives. Based on our extensive experience, we will advise Carlsbad on key features likely to promote policy objectives while retaining equitable cost recovery. From this City Attorney/General Counsel Approved Version #05.06.08 11 <:> PCS GROUP session, multiple rate structure alternatives will be identified for analysis and development. A portion of this task will be devoted to the discussion of potential drought rate structures, and the District's objectives in achieving water usage curtailments. 3.2 Customer Data Analysis - PCS GROUP will evaluate historical billing information. Due to the variable nature of utility rates, it is important to evaluate a multi-year trend and determine the potential revenue lulls during low-usage years. PCS will thoroughly examine the usage data, calibrating billing records against actual rate revenues to prevent over or under estimation of Carlsbad's water service area customer base. This is a critical step in setting appropriate and sufficient rates. 3.3 Develop Proposed Rates - This task involves three separate components - 1) allocating costs by function, 2) allocating costs by customer class, and 3) calculating water, drought, and recycled water. Based on the rate evaluation performed under the previous tasks, PCS GROUP will develop rates for the water utility based on the preferred rate structures. These rates will be based on "cost-of-service" principles that incorporate the work performed in all previous tasks and will adhere to Proposition 218 requirements. 3.4 Surcharges and Miscellaneous Fees - PCS GROUP will review all fees, charges and surcharges in use. We will examine current costs associated with the purchase of water the San Diego County Water Authority, and evaluate implementing a surcharge to recover the expenses associated with these price increases. This will allow customers to see that a portion of their rates are increasing due to increased water purchasing costs. Additionally, PCS GROUP will determine the cost of service for other miscellaneous fees (fire service, meter installation, reconnection fees, etc.). These fees will be based on fully loaded labor costs and cost of materials. 3.5 Water Connection Fees - PCS GROUP will provide a connection fee study for the water utility. Calculation of a connection fee is a simple mathematical operation; however, defining the cost and capacity bases that make up that operation are more complex and represent the core of the connection fee study. Basic steps in defining the basis for and computing the connection fee are as follows: defining existing facilities in service; defining future facilities required; allocating existing and future facilities to beneficiaries; establishing a connection equivalency basis; and, dividing allocated facility costs by the expected growth to be served. We will incorporate the data used from the water utility cost of service study for efficiencies. 3.6 Internal Review - PCS GROUP will conduct an independent and objective review of the proposed rates for the water utility. This review will be performed by a senior project manager with extensive experience developing utility rates. This proposed task is additive to the Carlsbad's original project scope. However, we believe this proposed QA/QC process is vital to delivering tested and defensible recommendations. We believe the level of this review is unique and reflects the depth of our resources. Task 4 - Project Meetings, and Draft and Final Reports Based on the findings and recommendations of this study, PCS GROUP will develop a draft and final report, attend meetings with staff, and present to stakeholders and the CMWD Board of Directors. 4.1 Prepare Draft Report - After all analyses have been performed, PCS GROUP will develop a draft report. The report will contain an executive summary that provides a clear and concise overview of the study and its recommendations. The main body of the report will provide additional detail and supporting charts and graphs. PCS GROUP will provide an electronic version of the draft report for staff review and comment. City Attorney/General Counsel Approved Version #05.06.08 12 <:> PCS GROUP 4.2 Prepare Final Study Report - Based on staff review and comment, PCS GROUP will finalize the report and produce the final report (8 copies plus one unbound reproducible copy). PCS GROUP will finalize presentation materials and provide an electronic (MS PowerPoint) version. 4.3 Presentations - PCS GROUP will make six (6) presentations, combined with the Wastewater Cost of Services Study being conducted concurrently, in order to articulate the methodology behind the analysis and promote the recommendations. These presentations will be aimed at the CMWD Board of Directors and/or Citizens. 4.4 Computer Rate Model Training -At the close of this project, a one-day training session will be held with staff. We believe that having a usable financial planning tool is a critical project deliverable. The models will allow Carlsbad staff to run "what-if scenarios as necessary, often times eliminating no- go projects before spending significant time or money investigating their feasibility. The model will also be designed to be transparent, allowing staff to quickly respond to questions regarding specific impacts to rates. As a part of this effort, training tasks will be provided after the first session to generate added participation and insight into model use. COST ESTIMATES The proposed fixed costs associated with providing the services presented within this proposal amount to $69.428. This amount includes labor, indirect and direct costs and is broken down by task as follows: FCS GROUP Proposed Project Budget Labor Effort & Expense by Task 1. 2. 3. 4. Project Management & Communication Project Management Kick-Off Meeting & Data Collection Budget Projections & Revenue Requirements Fiscal Policies Review Historical Financial Statements and Budgets Capital Improvement Program Revenue Requirement Develop Proposed Rates & Fees Utility Rate Review Customer Data Analysis Develop Proposed Rates Surcharges & Miscellaneous Fees Water & Wastewater Connection Fees Internal Review Workload by Consultant Principal $235.00 1.0 0.0 1.0 0.0 0.5 1.0 1.0 0.0 0.5 0.0 3.0 2.0 Project Manager $190.00 4.0 5.0 4.0 1.0 2.0 12.0 2.0 3.0 1.0 2.0 14.0 2.0 Technical Advisor $190.00 0.0 0.0 1.0 0.0 0.0 0.0 0.5 0.0 0.0 0.0 0.0 4.0 Analyst $135.00 0.0 7.0 12.0 4.0 12.0 60.0 5.0 40.0 50.0 9.0 44.0 2.0 Admin Support • $65.00 2.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Labor Expenses ' $ $ $ S $ $ $ $ $ $ $ $ 1,125 1,895 2,805 730 2,118 10,615 1,385 5,970 7,058 1,595 9,305 1,880 Direct Total Expenses Expenses $ $ $ $ $ $ $ $ $ $ $ $ $ 450 $ $ $ $ $ $ $ $ S $ $ 1,125 2,345 2,805 730 2,118 10,615 1,385 5,970 7,058 1,595 9,305 1,880 Project Meetings, and Draft and Final Reports Project Meetings (3; water & wastewater) Prepare Draft Report Prepare Final Study Report Public Presentations (3) Computer Rate Model Training Total Study Hours 0.0 1.0 0.5 0.0 0.0 11.5 20.0 4.0 2.0 36.0 0.0 114.0 0.0 1.0 0.0 0.0 0.0 6.5 4.0 12.0 6.0 24.0 5.0 296.0 1.0 2.0 2.0 6.0 0.0 13.0 $ $$$ % ,,„ * 4,405 2,935 1,438 10,470 675 66,403 $ $ $ $ $ $ 900 $ 25 $ 75 $ 1,350 $ 225 $ 3,025 $ 5,305 2,960 1,513 11,820 900 69,428 C'Ly At:orrGy/Ganorai Counsel Aop'cved Version #05.06.08 13 «:>PCS GROUP OPTIONAL SERVICES Carlsbad intends to update its Water and Recycled Water Master Plans by early 2011. At Carlsbad's request, PCS GROUP will be readily available to incorporate any new information from the master plans into a revised cost of service analysis. At this time, it is estimated that this service will cost approximately $17.263. Please see the preliminary budget by task outlined below. Optional Master Plan Update Labor Effort & Expense by Task 1. Project Management & Communication Project Management Kick-Off Meeting & Data Collection Workload by Consultant Principal $275.00 0.5 0.0 Project Manager $220.00 2.0 5.0 Technical Advisor $220.00 0.0 0.0 Analyst $160.00 0.0 7.0 Admin Support $75.00 1.0 0.0 Total Labor Expenses $ $ 653 2,220 Direct Total Expenses Expenses $ $ $ 450 $ 653 2,670 2. Budget Projections and Revenue Requirements Capital Improvement Program Revenue Requirement 0.5 0.5 2.0 4.0 0.0 0.0 12.0 36.0 0.0 0.0 $ $ 2,498 6,778 $ $ $ $ 2,498 6,778 3. Project Meetings, and Draft and Final Reports Prepare Draft Update Memo Prepare Final Update Memo Project Meeting (1) Total Study Hours 1.0 0.5 0.0 3.0 2.0 2.0 5.0 22.0 0.0 0.0 0.0 0.0 6.0 2.0 3.0 66.0 1.0 0.5 1.0 3.5 $ $ $ „„ $ 1,750 935 1,655 16,488 $ $ $ $ $ 50 $ 275 $ 775 $ 1,750 985 1,930 17,263 * Hourly rates are assumed to increase at 5% per year. 14 C'iy Atiorrey/Gararal Couisol Approved Vorsior #05.06.08 COST OF SERVICES & RATE DESIGN STUDYCOST OF SERVICES & RATE DESIGN STUDYWATER & WASTEWATER UTILITIESWATER & WASTEWATER UTILITIES ••Key objectiveKey objective: To develop a financial plan and : To develop a financial plan and rates necessary to meet the CMWD/City operating rates necessary to meet the CMWD/City operating and capital needs of the water and wastewater and capital needs of the water and wastewater utilitiesutilities••Most recent cost of service study for Carlsbad was Most recent cost of service study for Carlsbad was completed in January 1996completed in January 1996Why conduct a Cost of Service Study?Why conduct a Cost of Service Study? ••Conclusions will include a financial plan and rate Conclusions will include a financial plan and rate model options that will ensure the financial model options that will ensure the financial stability of City and CMWD utilities during normal stability of City and CMWD utilities during normal and drought conditions, and promote conservationand drought conditions, and promote conservation••Optional component asks consultant to revise cost Optional component asks consultant to revise cost of services analysis as needed based on new of services analysis as needed based on new information from the Water & Wastewater Master information from the Water & Wastewater Master Plan Updates expected to be completed by 2011Plan Updates expected to be completed by 2011••NoteNote: Each utility will be financially evaluated on : Each utility will be financially evaluated on a a ““stand alonestand alone””basis; that is, no subsidies basis; that is, no subsidies between the utilities should occurbetween the utilities should occurCost of Services Study ConclusionsCost of Services Study Conclusions Overview of Rate Study ProcessOverview of Rate Study ProcessRevenue Requirement AnalysisRevenue Requirement AnalysisRevenue Requirement AnalysisCost of Service AnalysisCost of Service AnalysisCost of Service AnalysisRate Design AnalysisRate Design AnalysisRate Design AnalysisCompares the revenue of the utility to the expenses to determine the overall rate adjustment requiredAllocates the revenue requirements to the various customer classes of service in an equitable mannerConsiders both the level and structure of the rate design to collect the appropriate and targeted levels of revenue ••Request for Proposal (RFP) was advertised and Request for Proposal (RFP) was advertised and placed on the Cityplaced on the City’’s bid sites bid site••Eight responses to the RFP were received. Based Eight responses to the RFP were received. Based on a best value analysis, staff recommends FCS on a best value analysis, staff recommends FCS Group, Inc. as the best firm to perform the studyGroup, Inc. as the best firm to perform the study••Complete the cost of service study by Spring 2009. Complete the cost of service study by Spring 2009. Incorporate new or revised financial policies in the Incorporate new or revised financial policies in the FY 2009FY 2009--10 Water and Wastewater operating and 10 Water and Wastewater operating and capital budgets capital budgets Selection of Consultant:Selection of Consultant: 1.1.Adopt City Council Resolution No. 2008Adopt City Council Resolution No. 2008--308 308 approving an agreement with FCS Group, Inc., approving an agreement with FCS Group, Inc., to provide a comprehensive Cost of Services and to provide a comprehensive Cost of Services and Rate Design Study for wastewater operations; Rate Design Study for wastewater operations; andand2.2.Adopt CMWD Board of Directors Resolution No. Adopt CMWD Board of Directors Resolution No. 1345 approving an agreement with FCS Group, 1345 approving an agreement with FCS Group, Inc., to provide a comprehensive Cost of Inc., to provide a comprehensive Cost of Services and Rate Design Study for potable and Services and Rate Design Study for potable and recycled water operationsrecycled water operationsStaff Recommendations:Staff Recommendations: