The City shall at all times, to the extent permitted by law, defend, preserve and protect the Liens on the Net Water System Revenues, including Net Water System Revenues in the Water System Revenue Fund, granted pursuant to the Installment Purchase Agreement and for the benefit of the 501
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Borrower under the Installment Purchase Agreement against all claims and demands of all Persons whomsoever, subject to Permitted Liens.
(c) Use of Proceeds. The City shall use the proceeds of the WIFIA Loan solely for purposes permitted by applicable law, this Agreement and the other WIFIA Loan Documents.
(d) Prosecution of Work; Verification Requirements.
(i) The City shall diligently prosecute the work relating to the Project and complete the Project in accordance with the Construction Schedule (and on or prior to the Development Default Date), the Governmental Approvals in connection with the Project, and prudent utility and industry practice.
(ii) The City shall comply with Subpart C of 2 C.F.R. Part 180, as supplemented by Subpart C of 2 C.F.R. Part 1532 (relating to debarment), including the verification requirements set forth in 2 C.F.R. §§ 180.300 and 180.320, and shall include in its contracts with respect to the Project similar terms or requirements for compliance. (e) Operations and Maintenance. The City shall operate and maintain the Water System (including the Project) substantially in accordance with the Updated Financial Model/Plan most recently delivered by the City to the WIFIA Lender pursuant to Part A of Schedule V (Reporting Requirements) and its operations and maintenance plan (that incorporates the Project). The City shall operate and maintain the Water System (including the Project) in a reasonable and prudent manner and in good repair, working order and condition and in accordance with the requirements of all applicable laws and each applicable WIFIA Loan Document. The City shall at all times do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the Governmental Approvals and any other rights, licenses, franchises, and authorizations material to the conduct of its business and the operation and maintenance of the Water System.
(f) Insurance.
(i) The City shall at all times procure and maintain or cause to be maintained insurance on the Water System and the construction of the Project, with responsible insurers, or as part of a reasonable system of self-insurance that is actuarially sound and adequately funded, in such amounts and against such risks (including damage to or destruction of the Water System) as are customarily maintained with respect to works and properties of like character against accident to, loss of, or damage to such works or properties, including insurance against public liability, property damage, workers’ compensation, and builders’ risk, casualty and liability, as appropriate, and otherwise in accordance with the Installment Purchase Agreement and Construction Contracts. The insurance policies shall be available at all reasonable times for inspection upon request by the WIFIA Lender, its agents and representatives. (ii) The City shall cause all liability insurance policies that it maintains (excluding property damage, automobile or workers’ compensation insurance), to reflect the WIFIA Lender as an additional insured to the extent of its insurable interest. 502
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(g) Maintain Legal Structure. The City shall maintain its existence as a Legal Entity organized and existing under its Organizational Documents and the laws of the State. (h) Accounts; Permitted Investments.
(i) The City shall maintain the Water System Revenue Account in accordance with the terms hereof and the Installment Purchase Agreement. All Water System Revenues received shall be deposited into the Water System Revenue Account in accordance with Section 5.02 of the Installment Purchase Agreement, subject to the application of Water System Revenues to Maintenance and Operation Costs of the Water System. The City shall not apply any portion of the Water System Revenues in contravention of this Agreement or the Installment Purchase Agreement. (ii) [Reserved]
(iii) Amounts on deposit in the Water System Accounts shall be held uninvested or invested in Permitted Investments. Permitted Investments must mature or be redeemable at the election of the holder at such times as may be necessary to ensure that funds will be available within the applicable account to be applied towards the purpose for which the applicable account has been established. (i) Compliance with Laws.
(i) The City shall, and shall require its contractors and subcontractors at all tiers with respect to the Project to, comply with all applicable laws, rules, regulations and requirements, including 40 U.S.C. §§3141-3144, 3146, and 3147 (relating to Davis-Bacon Act requirements) (and regulations relating thereto), 33 U.S.C. §3914 (relating to American iron and steel products), 20 C.F.R. § 180.320 and 20 C.F.R. §1532 (relating to non-debarment), 31 U.S.C. §1352 (relating to non-lobbying), and any applicable Sanctions Laws.
(ii) To ensure such compliance, the City shall include in all contracts with respect to the Project (A) the contract clauses relating to applicable federal requirements (such as Davis-Bacon and Equal Employment Opportunity) and (B) requirements that its contractors (1) shall comply with all applicable laws, rules, regulations, and requirements set forth in this Section 18(i) and follow applicable federal guidance and (2) incorporate in all subcontracts (and cause all subcontractors to include in lower tier subcontracts) such terms and conditions as are required to be incorporated therein by any applicable laws, rules, regulations and requirements set forth in this Section 18(i).
(j) Material Obligations. The City shall pay its material obligations payable from the Water System Revenues promptly and in accordance with their terms and pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon the Net Water System Revenues or Water System Revenue Fund or other assets of the Water System, before the same shall become delinquent or in default, as well as all lawful and material claims for labor, materials and supplies or other claims which, if unpaid, might give rise to a Lien upon the Water System or any part thereof or on the Net Water System Revenues or the 503
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Water System Revenue Fund; provided, however, that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy, claim or Lien so long as the validity or amount thereof shall be contested by the City in good faith by appropriate proceedings and so long as the City shall have set aside adequate reserves with respect thereto in accordance with and to the extent required by GAAP, applied on a consistent basis. (k) SAM Registration and UEI Number. The City shall obtain and maintain, on or prior to the Effective Date through (i) the Final Disbursement Date, an active SAM registration status and (ii) the Final Maturity Date, a UEI Number. (l) Events of Loss; Loss Proceeds. If an Event of Loss shall occur with respect to the Water System (including the Project) or any part thereof, the City shall (i) diligently pursue all of its rights to compensation against all relevant insurers, reinsurers and Governmental Authorities, as applicable, in respect of such Event of Loss and (ii) apply all Loss Proceeds (after excluding any proceeds of delay-in-start-up insurance and proceeds covering liability of the City to third parties) in respect of such Event of Loss in accordance with Section
6.06 of the Installment Purchase Agreement.
(m) Immunity. To the fullest extent permitted by applicable law, the City agrees that it will not assert any immunity (and hereby waives any such immunity) it may have as a governmental entity from lawsuits, other actions and claims, and any judgments with respect to the enforcement of any of the obligations of the City under this Agreement or any other WIFIA Loan Document.
(n) Accounting and Audit Procedures.
(i) The City shall establish fiscal controls and accounting procedures sufficient to assure proper accounting for all (A) Water System Revenues, operating expenses, capital expenses, depreciation, reserves, debt issued and outstanding and debt payments and (B) Project-related costs, Requisitions submitted, WIFIA Loan proceeds received, payments made by the City with respect to the Project, and other sources of funding for the Project (including amounts paid from such sources for Project costs so that audits may be performed to ensure compliance with and enforcement of this Agreement). The City shall use accounting, audit and fiscal procedures conforming to GAAP, including, with respect to the WIFIA Loan, accounting of principal and interest payments, disbursements, prepayments and calculation of interest and principal amounts Outstanding.
(ii) The City shall have a single or program-specific audit conducted in accordance with 2 C.F.R. Part 200 Subpart F and 31 U.S.C. § 7502 from (and including) the first City Fiscal Year in which a Disbursement is made under this Agreement and annually thereafter to the extent required by applicable law, except in all cases to the extent biennial audits are permitted for the City pursuant to 2 C.F.R. § 200.504 and 31 U.S.C. § 7502(b). Upon reasonable notice, the City shall cooperate fully in the conduct of any periodic or compliance audits conducted by the WIFIA Lender, or designees thereof, pursuant to 40 C.F.R. Part 35, 31 U.S.C. § 7503(b), or 31 U.S.C. § 6503(h) and shall provide full access to any books, documents, papers or other records that are 504
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pertinent to the Project or the WIFIA Loan, to the WIFIA Lender, or the designee thereof, for any such project or programmatic audit.
(o) Access; Records.
(i) So long as the WIFIA Loan or any portion thereof shall remain outstanding and until five (5) years after the WIFIA Loan shall have been paid in full, the WIFIA Lender shall have the right, upon reasonable prior notice, to visit, monitor and/or inspect any portion of the Project and its operations, to examine books of account and records of the City relating to the Project, to make copies and extracts therefrom at the City’s expense, and to discuss the City’s affairs, finances and accounts relating to the Project with, and to be advised as to the same by, its officers and employees and its independent public accountants (and by this provision the City irrevocably authorizes its independent public accountants to discuss with the WIFIA Lender the affairs, finances and accounts of the City, whether or not any representative of the City is present, it being understood that nothing contained in this Section 18(o) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals as the WIFIA Lender may request. The City agrees to pay all out-of-pocket expenses incurred by the WIFIA Lender in connection with the WIFIA Lender’s exercise of its rights under this Section 18(o) at any time when an Event of Default shall have occurred and be continuing.
(ii) The City shall maintain and retain all pertinent files relating to the Project and the WIFIA Loan, as may be necessary for the WIFIA Lender to facilitate an effective and accurate audit and performance evaluation of the Project, until five (5) years after the later of the date on which (A) all rights and duties under this Agreement and under the WIFIA Bond (including payments) have been fulfilled and any required audits have been performed and (B) any litigation relating to the Project, the WIFIA Loan or this Agreement is finally resolved or, if the WIFIA Lender has reasonable cause to extend such date, a date to be mutually agreed upon by the WIFIA Lender and the City. The City shall provide to the WIFIA Lender in a timely manner all records and documentation relating to the Project that the WIFIA Lender may reasonably request from time to time.
Section 19. Negative Covenants of the City. The City covenants and agrees as follows until the date the WIFIA Bond and all of the Obligations of the City under this Agreement (other than contingent indemnity obligations) are irrevocably paid in full in immediately available funds and the WIFIA Lender no longer has any commitment to make Disbursements to the City, unless the WIFIA Lender waives compliance in writing:
(a) Indebtedness. The City shall not issue or incur any Additional Obligations except in accordance with all requirements and conditions set forth in the Additional Bonds Test. (b) No Lien Extinguishment or Adverse Amendments. The City shall not, and shall not permit any Person to, without the prior written consent of the WIFIA Lender, (i) extinguish the Rate Covenant; (ii) extinguish or impair the Liens on the Net Water System Revenues or Water System Revenue Fund or any dedicated source of Installment Payments or any other Obligations (the proceeds of which are applied to fund Total Project Costs), in each 505
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case granted pursuant to the Installment Purchase Agreement, (iii) amend, modify, replace or supplement the Installment Purchase Agreement or permit a waiver of any provision thereof in a manner that could adversely affect the WIFIA Lender, or (iv) terminate, assign or replace the Installment Purchase Agreement in a manner that could adversely affect the WIFIA Lender. (c) No Prohibited Liens. Except for Permitted Liens, the City shall not create, incur, assume or permit to exist any Lien on the Project, the Net Water System Revenues, the Water System Revenue Fund, or the City’s respective rights in any of the foregoing and the Net Water System Revenue and Water System Revenue Fund will be free and clear of any Lien that is of equal rank with or senior to the pledge of the City created under the Installment Purchase Agreement for the benefit of the Borrower.
(d) Restricted Payments and Transfers. The City shall not permit Water System Revenues or other assets of the Water System, or any funds in any accounts held under the Installment Purchase Agreement or any ancillary agreement related thereto, or in any other fund or account held by or on behalf of the City for the benefit of the Water System, to be paid or transferred or otherwise applied for purposes other than ownership, construction and improvement, operation or maintenance of the Water System; provided that the City may transfer excess Water System Revenues from the Water System Revenue Fund to the general fund of the City for the sole purpose of reimbursing to the City’s general fund amounts previously expended out of the City’s general fund to pay for costs directly related to the ownership, construction and improvement, operation or maintenance of the Water System. (e) No Prohibited Sale, Lease or Assignment. The City shall not sell, lease or assign its rights in and to the Water System or a substantial portion of the assets included in the Water System, unless such sale, lease or assignment (i) could not reasonably be expected to have a Material Adverse Effect and (ii) is made by the City in the ordinary course of business. (f) Mergers and Acquisitions. The City shall not, and shall not agree to, reorganize, consolidate with or merge into another Person unless (i) such reorganization, merger or consolidation is with or into another entity established by State law and such reorganization, merger or consolidation is permitted by State law, and in each case, does not adversely affect or impair to any extent or in any manner (A) the Water System Revenues or other elements of the Net Water System Revenues or Water System Revenue Fund or (B) the availability of the Water System Revenues for the payment and security of the obligations of the City under the Installment Purchase Agreement; and (ii) the City provides to the WIFIA Lender notice of such reorganization, consolidation or merger in accordance with Part E of Schedule V (Reporting Requirements) and such other information concerning such reorganization, consolidation or merger as shall have been reasonably requested by the WIFIA Lender. (g) Hedging. Other than interest rate hedging transactions permitted under the Installment Purchase Agreement, the City shall not enter into any swap or hedging transaction, including any such transaction that is speculative or creates extraordinary leverage or risk, without the prior written consent of the WIFIA Lender.
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Section 20. Reporting Requirements. The City agrees to comply with each of the reporting requirements set out in Schedule V (Reporting Requirements), unless otherwise agreed or waived by the WIFIA Lender in writing.
ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES
Section 21. Events of Default and Remedies.
(a) An “Event of Default” shall exist under this Agreement if any of the following occurs; provided, that the occurrence of an event set forth in sub-clauses (v) through (and including) (ix) below shall not constitute an Event of Default under this Agreement until the WIFIA Lender has provided a notice of such Event of Default to the Borrower or the City; provided, further, that nothing in this paragraph is intended to limit any obligation of the Borrower or the City hereunder, including any obligation to cure any event or condition contemplated under this Section 21(a):
(i) Payment Default. The Borrower shall fail to pay when due any part of the principal amount of or interest on the WIFIA Loan (including WIFIA Debt Service required to have been paid pursuant to the provisions of Section 8 (Repayment)) or the City shall fail to pay when due any part of the Installment Payments, and such failure continues for a period of five (5) days, when and as the payment thereof shall be required under this Agreement, the WIFIA Bond or the Installment Purchase Agreement or on the Final Maturity Date (each such failure, a “Payment Default”). (ii) Occurrence of a Bankruptcy Related Event. A Bankruptcy Related Event shall occur with respect to the Borrower or the City. (iii) Acceleration of Obligations. Any acceleration shall occur of the maturity of any Obligation, or any such Obligation shall not be paid in full upon the final maturity thereof.
(iv) Invalidity of WIFIA Loan Documents. (A) Any WIFIA Loan Document ceases to be in full force and effect (other than as a result of the termination thereof in accordance with its terms) or becomes void, voidable, illegal or unenforceable, or the Borrower or the City contests in any manner the validity or enforceability of any WIFIA Loan Document to which it is a party or denies it has any further liability under any WIFIA Loan Document to which it is a party, or purports to revoke, terminate or rescind any WIFIA Loan Document to which it is a party; (B) any Indenture Document ceases (other than as expressly permitted thereunder) to be effective or to grant a valid and binding security interest on any material portion of the Pledged Collateral other than as a result of actions or a failure to act by, and within the control of, the Trustee, the WIFIA Lender, or any other holder of Obligations secured by the Pledged Collateral, and with the priority purported to be created thereby; (C) the Installment Purchase Agreement ceases (other than as expressly permitted thereunder) to be effective or to grant a valid and binding security interest on any material portion of the Net Water System Revenues and the Water System Revenue Fund other than as a result of actions or a failure to act 507
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by, and within the control of, the Trustee, the WIFIA Lender, or any other holder of Obligations secured by the Net Water System Revenues and the Water System Revenue Fund, and with the priority purported to be created thereby; or (D) any event occurs that results in the impairment in the validity, enforceability, perfection or priority of the WIFIA Lender’s security interest in the Pledged Collateral. (v) Covenant Default. The Borrower or the City shall fail to observe or perform any covenant, agreement or obligation of the Borrower or the City, as applicable, under this Agreement, the WIFIA Bond or any other WIFIA Loan Document (other than in the case of any Payment Default or any Development Default), and such failure shall not be cured within thirty (30) days after the earlier to occur of (A) receipt by the Borrower or the City from the WIFIA Lender of written notice thereof or (B) the Borrower’s or the City’s knowledge of such failure; provided, that if such failure is capable of cure but cannot reasonably be cured within such thirty (30) day cure period, then such thirty (30) day cure period shall be extended by up to one hundred fifty (150) additional days, if and so long as (x) within such thirty (30) day cure period the Borrower or the City, as applicable, shall commence actions reasonably designed to cure such failure and shall diligently pursue such actions until such failure is cured and (y) such failure is cured within one hundred eighty (180) days of the date specified in either (A) or (B) above, as applicable; provided, however, that with respect to a failure to comply with the Rate Covenant, the City shall take such action described in Section 18 herein and Section 6.10(ii) of the Installment Purchase Agreement. (vi) Misrepresentation Default. Any of the representations, warranties or certifications of the Borrower or the City made in or delivered pursuant to the WIFIA Loan Documents (or in any certificates delivered by the Borrower or the City in connection with the WIFIA Loan Documents) shall prove to have been false or misleading in any material respect when made or deemed made; provided, that no Event of Default shall be deemed to have occurred under this Section 21(a)(vi) if and so long as (A) such misrepresentation is not intentional, (B) such misrepresentation is not a misrepresentation in respect of Section 12(g) (Security Interests), Section 12(h) (No Debarment), Section 12(i) (No Lobbying), or Section 12(j) (Compliance with Laws), (C) in the reasonable determination of the WIFIA Lender, such misrepresentation has not had, and would not reasonably be expected to result in, a Material Adverse Effect, (D) in the reasonable determination of the WIFIA Lender, the underlying issue giving rise to the misrepresentation is capable of being cured and (E) the underlying issue giving rise to the misrepresentation is cured by the Borrower or the City, as applicable, within thirty (30) days after the date on which the Borrower or the City, as applicable, first became aware (or reasonably should have become aware) of such misrepresentation. (vii) Enforcement of Other Financing Documents. The holder(s) of Obligations under a Related Document exercises remedies permitted thereunder for an event of default that has occurred and is continuing (and has not been cured or waived by the expiration of any applicable grace period), in respect of the performance of any covenant, agreement or obligation of the Borrower or the City under such Related Document.
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(viii) Material Adverse Judgment. Any final, non-appealable judgment related to the Pledged Collateral that results in the impairment of (A) the Borrower’s ability to comply with any of its payment obligations under the WIFIA Bond or this Agreement, (B) the City’s ability to comply with any of its payment obligations under the Installment Purchase Agreement, or (C) the existence, priority or perfection (if applicable) of the WIFIA Lender’s security interest in the Pledged Collateral. (ix) Development Default. A Development Default shall occur. (b) Upon the occurrence of any Bankruptcy Related Event, all obligations of the WIFIA Lender hereunder with respect to the Disbursement of any undisbursed amounts of the WIFIA Loan shall automatically be deemed terminated. (c) Upon the occurrence of any Event of Default, the WIFIA Lender, by written notice to the Borrower and the City, may exercise any or all of the following remedies:
(i) the WIFIA Lender may suspend or terminate all of its obligations hereunder with respect to the Disbursement of any undisbursed amounts of the WIFIA Loan;
(ii) the WIFIA Lender may cease permitting interest on the WIFIA Loan to be capitalized (if applicable);
(iii) the WIFIA Lender may apply the Default Rate provisions of Section 6 (Interest Rate);
(iv) the WIFIA Lender may suspend or debar the Borrower or the City from further participation in any Government program administered by the WIFIA Lender and notify other departments and agencies of such default; and (v) the WIFIA Lender shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of any sums due and unpaid hereunder or under the WIFIA Bond or the other WIFIA Loan Documents, and may prosecute any such judgment or final decree against the Borrower and collect in the manner provided by law out of the property of the Borrower the moneys adjudged or decreed to be payable, and the WIFIA Lender shall have all of the rights and remedies of a creditor, including all rights and remedies of a secured creditor under the Uniform Commercial Code (if applicable), and may take such other actions at law or in equity as may appear necessary or desirable to collect all amounts payable by the Borrower under this Agreement, the WIFIA Bond or the other WIFIA Loan Documents then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the WIFIA Bond or the other WIFIA Loan Documents.
(d) Pursuant to Section 8.01 of the Indenture, upon the occurrence and continuance of any Event of Default (as defined in the Indenture), so long as such Event of Default shall not have been cured, the WIFIA Lender may, in accordance with Section 8.01 of the Indenture, declare the unpaid principal amount of the WIFIA Bond to be, and the same shall 509
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thereupon forthwith become, immediately due and payable, together with the interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable under this Agreement, the WIFIA Bond or the other WIFIA Loan Documents, all without presentment, demand, notice, declaration, protest or other requirements of any kind, all of which are hereby expressly waived.
(e) No action taken pursuant to this Section 21 shall (i) relieve the Borrower or the City from its obligations pursuant to this Agreement, the WIFIA Bond or the other WIFIA Loan Documents, all of which shall survive any such action or (ii) limit the WIFIA Lender’s rights under the Indenture Documents, including Article VIII (Events of Default and Remedies of Bond Owners) of the Indenture.
ARTICLE VII
MISCELLANEOUS
Section 22. Disclaimer of Warranty. The WIFIA Lender makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for a particular purpose or fitness for use of the Project or any portion thereof or any other warranty with respect thereto. In no event shall the WIFIA Lender be liable for any incidental, indirect, special or consequential damages incidental to or arising out of this Agreement or the Water System (including the Project) or the existence, furnishing, functioning or use of the Project or any item or products or services provided for in this Agreement.
Section 23. No Personal Recourse. No official, employee or agent of the WIFIA Lender or the Borrower or the City or any Person executing this Agreement or any of the other WIFIA Loan Documents shall be personally liable on this Agreement or such other WIFIA Loan Documents by reason of the issuance, delivery or execution hereof or thereof.
Section 24. No Third-Party Rights. The parties hereby agree that this Agreement creates no third-party rights against the Borrower, the City, the Federal Government, or the WIFIA Lender, solely by virtue of the WIFIA Loan, and that no third-party creditor of the Borrower shall have any right against the WIFIA Lender with respect to the WIFIA Loan made pursuant to this Agreement.
Section 25. Borrower’s and City’s Authorized Representatives. The Borrower shall at all times have appointed a Borrower’s Authorized Representative by designating such Person or Persons from time to time to act on the Borrower’s behalf pursuant to a written certificate furnished to the WIFIA Lender and the Servicer, if any, containing the specimen signature or signatures of such Person or Persons and signed by the Borrower. The City shall at all times have appointed a City’s Authorized Representative by designating such Person or Persons from time to time to act on the City’s behalf pursuant to a written certificate furnished to the WIFIA Lender and the Servicer, if any, containing the specimen signature or signatures of such Person or Persons and signed by the City.
Section 26. WIFIA Lender’s Authorized Representative. The WIFIA Lender hereby appoints the Director of the WIFIA Program, whose notice details are set forth below in Section 35 (Notices), to serve as the WIFIA Lender’s Authorized Representative under this Agreement 510
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until such time as a successor or successors shall have been appointed. Thereafter, the successor in office shall serve as the WIFIA Lender’s Authorized Representative. The WIFIA Lender shall provide notice to the Borrower within a reasonable time period following the succession.
Section 27. Servicer. The WIFIA Lender may from time to time designate another entity or entities to perform, or assist the WIFIA Lender in performing, the duties of the Servicer or specified duties of the WIFIA Lender under this Agreement and the WIFIA Bond. The WIFIA Lender shall give the Borrower and the City written notice of the appointment of any successor or additional Servicer and shall enumerate the duties or any change in duties to be performed by any Servicer. Any references in this Agreement to the WIFIA Lender shall be deemed to be a reference to the Servicer with respect to any duties which the WIFIA Lender shall have delegated to such Servicer. The WIFIA Lender may at any time assume the duties of any Servicer under this Agreement and the WIFIA Bond. The Borrower and the City shall cooperate and respond to any reasonable request of the Servicer for information, documentation or other items reasonably necessary for the performance by the Servicer of its duties hereunder.
Section 28. Amendments, Waivers and Termination. No amendment, modification, termination, or waiver of any provision of this Agreement or the WIFIA Bond shall in any event be effective without the prior written consent of each of the parties hereto. Notwithstanding the foregoing sentence, if the first Disbursement of the WIFIA Loan has not occurred on or prior to the Final Disbursement Date, the WIFIA Lender or the Borrower or the City may terminate this Agreement upon no less than ten (10) Business Days’ prior written notice to the other party.
Once terminated, this Agreement may not be reinstated.
Section 29. Governing Law. This Agreement shall be governed by the federal laws of the United States of America if and to the extent such federal laws are applicable and the internal laws of the State, if and to the extent such federal laws are not applicable.
Section 30. Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
Section 31. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective permitted successors and assigns and shall inure to the benefit of the parties hereto and their permitted successors and assigns. Neither the Borrower’s rights or obligations hereunder or under the WIFIA Bond nor any interest herein or therein may be assigned or delegated by the Borrower without the prior written consent of the WIFIA Lender.
Neither the City’s rights or obligations hereunder nor any interest herein may be assigned or delegated by the City without the prior written consent of the WIFIA Lender.
Section 32. Remedies Not Exclusive. No remedy conferred herein or in the WIFIA Bond or reserved to the WIFIA Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the WIFIA Bond or now or hereafter existing at law or in equity or by statute.
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Section 33. Delay or Omission Not Waiver. No delay or omission of the WIFIA Lender to exercise any right or remedy provided hereunder or under the WIFIA Bond upon a default of the Borrower or the City (except a delay or omission pursuant to a written waiver) shall impair any such right or remedy or constitute a waiver of any such default or acquiescence therein. Every right and remedy given by this Agreement or under the WIFIA Bond or by law to the WIFIA Lender may be exercised from time to time, and as often as may be deemed expedient by the WIFIA Lender.
Section 34. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Electronic delivery of an executed counterpart of a signature page of this Agreement or of any document or instrument delivered in connection herewith in accordance with Section 35 (Notices) shall be effective as delivery of an original executed counterpart of this Agreement or such other document or instrument, as applicable.
Section 35. Notices.
(a) All notices, requests, or communication hereunder shall be given in writing.
(b) Notices to the WIFIA Lender should be made by (i) email to the email address noted below for the WIFIA Lender or (ii) submission through another electronic medium or transmission system as designated by and in a format acceptable to the WIFIA Lender, unless otherwise instructed by the WIFIA Lender:
If to WIFIA Lender: Environmental Protection Agency
WJC-E 7334A
1200 Pennsylvania Avenue NW
Washington, D.C. 20460
Attention: WIFIA Director
Email: [email protected]
(c) Notices to the Borrower should be made by (i) nationally recognized courier service, (ii) hand delivery, (iii) email, to the email address noted below for the Borrower, or (iv) another electronic medium in a format acceptable to the Borrower, unless otherwise instructed by the Borrower’s Authorized Representative:
If to Borrower: The notice details set forth in Part G of Schedule I (WIFIA Loan Specific Terms)
(d) Notices to the City should be made by (i) nationally recognized courier service, (ii) hand delivery, (iii) email, to the email address noted below for the City, or (iv) 512
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another electronic medium in a format acceptable to the City, unless otherwise instructed by the City’s Authorized Representative:
If to City: The notice details set forth in Part G of Schedule I (WIFIA Loan Specific Terms)
(e) Each such notice, request or communication shall be effective (x) if delivered by hand or by nationally recognized courier service, when delivered at the address specified in this Section 35 (or in accordance with the latest unrevoked written direction from the receiving party), and (y) if given by email or other electronic method, when such email is delivered to the email address specified in this Section 35 or submitted to the electronic medium as directed by the receiving party, in each case with the sender’s receipt of an acknowledgement from the intended recipient (such as by a “read receipt,” return email, or other written acknowledgement) (or in accordance with the latest unrevoked written direction from the receiving party); provided, that notices received on a day that is not a Business Day or after 5:00 p.m. Eastern Time on a Business Day will be deemed to be effective on the next Business Day.
Section 36. Indemnification. The Borrower and the City each shall, to the extent permitted by law, indemnify the WIFIA Lender, the Servicer (if any), and any official, employee, agent, advisor or representative of the WIFIA Lender (each such Person being herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, penalties, costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and the costs of environmental remediation), whether known, unknown, contingent or otherwise, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (a) the execution, delivery and performance of this Agreement, any Construction Contract, or any Related Document, (b) the WIFIA Loan or the use of the proceeds thereof, or (c) the violation of any law, rule, regulation, order, decree, judgment or administrative decision relating to the environment, the preservation or reclamation of natural resources, the management, release or threatened release of any hazardous material or to health and safety matters; in each case arising out of or in direct relation to the Project; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, fines, penalties, costs or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. In case any action or proceeding is brought against an Indemnitee by reason of any claim with respect to which such Indemnitee is entitled to indemnification hereunder, the Borrower and the City each shall be entitled, at its expense, to participate in the defense thereof; provided, that such Indemnitee has the right to retain its own counsel, at the Borrower’s or the City’s expense, as applicable, and such participation by the Borrower or the City in the defense thereof shall not release the Borrower or the City, as applicable, of any liability that it may have to such Indemnitee. Any Indemnitee against whom any indemnity claim contemplated in this Section 36 is made shall be entitled, after consultation with the Borrower or the City, as applicable, and upon consultation with legal counsel wherein such Indemnitee is advised that such indemnity claim is meritorious, to compromise or settle any such indemnity claim. Any such compromise or settlement shall be binding upon the Borrower or the City, as applicable, for purposes of this Section 36. Nothing herein shall be construed as a waiver of any legal immunity that may be available to any Indemnitee. To the extent permitted by applicable law, neither the Borrower, the City nor the 513
57 1378234.02D-WASSR02A - MSW
WIFIA Lender shall assert, and each of the Borrower, the City and the WIFIA Lender hereby waives, any claim against any Indemnitee or the Borrower or the City, respectively, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any Construction Contract, or any Related Document, the other transactions contemplated hereby and thereby, the WIFIA Loan or the use of the proceeds thereof, provided, that nothing in this sentence shall limit the Borrower’s or the City’s indemnity obligations to the extent such damages are included in any third party claim in connection with which an Indemnitee is entitled to indemnification hereunder. All amounts due to any Indemnitee under this Section 36 shall be payable promptly upon demand therefor. The obligations of the Borrower and the City under this Section 36 shall survive the payment or prepayment in full or transfer of the WIFIA Loan, the enforcement of any provision of this Agreement or the other Related Documents, any amendments, waivers (other than amendments or waivers in writing with respect to this Section 36) or consents in respect hereof or thereof, any Event of Default, and any workout, restructuring or similar arrangement of the obligations of the Borrower or the City hereunder or thereunder.
Section 37. Sale of WIFIA Loan. The WIFIA Lender shall not sell the WIFIA Loan at any time prior to the later of (a) the Substantial Completion Date and (b) other than with respect to a sale or transfer to another Governmental Entity within the Federal Government, the Final Disbursement Date. After such date, the WIFIA Lender may sell the WIFIA Loan to another entity or reoffer the WIFIA Loan into the capital markets only in accordance with the provisions of this Section 37. Such sale or reoffering shall be on such terms as the WIFIA Lender shall deem advisable. However, in making such sale or reoffering the WIFIA Lender shall not change the terms and conditions of the WIFIA Loan without the prior written consent of the Borrower and the City in accordance with Section 28 (Amendments and Waivers). Prior to any sale or reoffering of the WIFIA Loan, the WIFIA Lender shall provide reasonable written notice to the Borrower and the City of the WIFIA Lender’s intention to consummate such a sale or reoffering.
The provision of any notice pursuant to this Section 37 shall neither (x) obligate the WIFIA Lender to sell nor (y) provide the Borrower or the City with any rights or remedies in the event the WIFIA Lender, for any reason, does not sell the WIFIA Loan.
Section 38. Effectiveness. This Agreement shall be effective on the Effective Date.
Section 39. Release of Lien. Upon the irrevocable payment in full in immediately available funds by the Borrower of the WIFIA Loan Balance, together with all accrued interest, fees and expenses with respect thereto, the WIFIA Lender shall cancel and discharge the Lien on the Pledged Collateral and surrender the WIFIA Bond to the Borrower in accordance with Section 9(b) (General Prepayment Instructions).
Section 40. Survival. The indemnification requirements of Section 36 (Indemnification), the reporting and record keeping requirements of Section 15(o) (Access; Records), the reporting and record keeping requirements of Section 18(o) (Access; Records) and the payment requirements of Section 10 (Fees and Expenses) shall survive the termination of this Agreement as provided in such Sections.
Section 41. Integration. This Agreement, together with the other WIFIA Loan Documents, constitutes the entire contract between the parties relating to the subject matter 514
58 1378234.02D-WASSR02A - MSW
hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
[The remainder of this page intentionally left blank; signature pages immediately follow.] 515
[Signature Page to the City of Oxnard Finance Authority and the City of Oxnard Aquifer Storage Recovery (ASR) Project – WIFIA Loan Agreement]
1378234.02D-WASSR02A - MSW
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
By: ______________________________
Name:
Title:
516
[Signature Page to the City of Oxnard Finance Authority and the City of Oxnard Aquifer Storage Recovery (ASR) Project – WIFIA Loan Agreement]
1378234.02D-WASSR02A - MSW
THE CITY OF OXNARD,
by its authorized representative
By: ______________________________
Name:
Title:
517
[Signature Page to the City of Oxnard Finance Authority and the City of Oxnard Aquifer Storage Recovery (ASR) Project – WIFIA Loan Agreement]
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UNITED STATES ENVIRONMENTAL
PROTECTION AGENCY, acting by and
through the Administrator of the
Environmental Protection Agency
By: ______________________________
Name: Michael S. Regan
Title: Administrator
518
Schedule I-1
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SCHEDULE I
WIFIA LOAN SPECIFIC TERMS
No. Item WIFIA Loan Specific Term
PART A. Key Borrower Metrics
1. Effective Date [___].
2. Borrower The City of Oxnard Finance Authority, a Legal Entity organized and existing under the State.
3. Legal Entity joint exercise of powers agency.
4. State California.
5. Borrower FEIN [___].
6. Borrower UEI Number [___].
7. Initial Borrower Fiscal Year The fiscal year of the Borrower commencing on July 1 of any given calendar year and ending on June 30 of the
immediately succeeding calendar year.
8. Application Receipt Date September 27, 2021.
9. WIFIA CUSIP Number [___], as the CUSIP number for the WIFIA Loan for purposes of monitoring through EMMA.
10. Water System1 The whole and each and every part of the waterworks system serving the City, whether owned or operated by
the City or another party, including the portion thereof existing on the Effective Date, and including all
additions, betterments, extensions, and improvements to such water system or any part thereof acquired or
constructed after the Effective Date.
11. Revenues Has the meaning ascribed to such term in the Indenture.
12. Trustee Computershare Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America.
13. Trustee Location Minneapolis, Minnesota.
14. The City The City of Oxnard, a municipal corporation duly organized and existing under the laws of the State of
1 Note to Borrower: To be clarified whether the System includes all drinking water, wastewater, sewer and other water supply infrastructure of the City (or only specific portions thereof). 519
Schedule I-2
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No. Item WIFIA Loan Specific Term
California.
PART B. Key Project Metrics
15. Project The project is the Aquifer Storage Recovery (ASR) Project, located at the Project Location, and consists of the following components: (i) expansion of the City’s
Advanced Water Purification Facility capacity,
(ii) construction of additional aquifer storage wells,
(iii) construction of a distribution pipeline to convey recovered groundwater from the ASR wells to three
existing Blending Stations, and (iv) upgrades to two of the city’s Blending Stations including mechanical and
electrical upgrades as well as piping modifications and pump replacements.
16. Project Location Oxnard, California.
17. Projected Substantial
Completion Date
[07/01/2027],2 as such date may be adjusted in
accordance with Part C of Schedule V (Reporting
Requirements).
18. Development Default Date [12/31/2028]. 3
19. NEPA Determination [Finding of No Significant Impact][Categorical Exclusion][Record of Decision] for the Project issued by EPA on [___], 20[__] in accordance with NEPA.
20. [Other/TBD]
PART C. Key Loan Metrics
21. Maximum Principal Amount Principal amount up to $48,265,202 (excluding interest that is capitalized in accordance with this Agreement).
22. WIFIA Interest Rate [___]% per annum.
23. Default Rate Interest rate equal to the sum of (a) the WIFIA Interest Rate plus (b) 500 basis points.
24. Interest Payment Date Each June 1 and December 1, beginning on the Debt Service Payment Commencement Date.
2 Note: To be confirmed prior to closing.
3 Note: To be confirmed prior to closing.
520
Schedule I-3
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No. Item WIFIA Loan Specific Term
25. Capitalized Interest Period The period from (and including) the first Disbursement to (but excluding) the date that is six (6) months prior to the first Payment Date, subject to earlier termination as set forth in Section 8(a)(iii) (Payment of WIFIA Debt
Service).
26. Interest Only Period The period commencing from (and including) the Debt Service Payment Commencement Date and ending on
June 1, 2041 (or on such earlier date as all amounts due or to become due to the WIFIA Lender hereunder have
been irrevocably paid in full in cash).
27. Principal Payment Date Each June 1, beginning on June 1, 2041.
28. Final Maturity Date The earliest of (a) July 1, 2062, (b) the date on which the maturity of the WIFIA Loan and corresponding WIFIA
Bond have been accelerated or subject to mandatory
redemption or prepayment (as the case may be) prior to
maturity thereof; and (c) the Payment Date immediately
preceding the date that is thirty-five (35) years following the Substantial Completion Date.
29. [Other/TBD]
PART D. Key Security Metrics
30. Lien priority Senior lien, pari passu with the Existing Indebtedness and any Additional Obligations.
31. Springing lien Not Applicable
32. Dedicated revenue source Net Water System Revenues, payable to the Borrower through the Installment Payments received by the
Borrower pursuant to or with respect to the Installment Purchase Agreement, and all interest or gain derived
from the investment of amounts in the funds or accounts established under the Installment Purchase Agreement.
The Installment Payments shall be payable to the WIFIA
Lender as assignee of the Borrower, from¸ and secured
by, the Net Water System Revenues of the Water System
in accordance with the Installment Purchase Agreement.
521
Schedule I-4
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No. Item WIFIA Loan Specific Term
33. Pledged Collateral The WIFIA Loan shall be secured by a first priority lien on, and security interest in, (i) all amounts held in the Revenue Account (including the funds and accounts
therein), (ii) all amounts held in the WIFIA Debt Service Reserve Account (including the funds and accounts
therein), (iii) the Revenues received by the Borrower or the Trustee under the Installment Purchase Agreement
and (iv) all money on deposit from time to time in the
accounts and funds established under the Indenture.
Payment of the Installment Payments by the City to the
Borrower shall be secured by a first priority lien on the Net Water System Revenues. All Water System
Revenues received by the City shall be deposited in a
separately maintained fund established and held by the
City with respect to the Water System Revenues (the
“Water System Revenue Fund”) from which the City will
pay all Maintenance and Operation Costs as they become
due and payable, and the remaining money on deposit,
which shall constitute the Net Water System Revenues,
will be used to make deposits with the Trustee in such
amounts as required to pay the Installment Payments and debt service in accordance with the provisions of any
City Bond or City Contract, which are pari passu with
the Installment Payments.
34. Water System Accounts The Revenue Account, the WIFIA Debt Service Account, and the WIFIA Debt Service Reserve Account.
35. Revenue Account Has the meaning ascribed to the “Revenue Fund” in the Indenture.
36. WIFIA Debt Service Account Has the meaning ascribed to the “Bond Payment Fund” in the Indenture.
37. WIFIA Debt Service Reserve
Account
That certain Reserve Fund, as defined in the Indenture.
38. WIFIA Debt Service Reserve
Requirement
Means, as of any date of calculation, the least of (i) ten percent (10%) of the original issue price of the WIFIA
Bonds (or, if there is less than 2% net original issue
discount or premium, 10% of the original stated principal amount of the WIFIA Bonds); (ii) 125% of the average
WIFIA Debt Service determined as of the Effective Date; or (iii) the Maximum Annual Debt Service (as defined in the Indenture) on the WIFIA Bonds.
522
Schedule I-5
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No. Item WIFIA Loan Specific Term
39. Rate Covenant [The rate covenant set forth in Section 6.10 of the Installment Purchase Agreement, which for reference
purposes as of the Effective Date is set out below:]
The City shall, subject to the remainder of this paragraph, fix, charge and collect rates, fees, and charges for the Water System during each City Fiscal Year which will
be at least sufficient to yield, during each City Fiscal Year, Net Water System Revenues equal to at least:
(i) one hundred ten percent (110%) of the Debt
Service payable during such City Fiscal Year
with respect to all outstanding City Bonds and
City Contracts, and the amounts, if any, then
due and owing to any Insurer under any
Reserve Policy (as such terms are defined in
the Installment Purchase Agreement); and
(ii) the amount by which the amount on deposit in
the Water System Revenue Fund on the last
day of the immediately preceding City Fiscal
Year was less than twenty five percent (25%)
of Maximum Annual Debt Service as of such
day.
40. Additional Bonds Test The City
The City shall not issue or incur Additional
Indebtedness, execute any City Contract or issue any
City Bonds, as the case may be, in accordance herewith, unless the conditions described below are satisfied:
(a) the City shall not issue or incur any Additional
Obligations during the term of the WIFIA Loan
Agreement having any priority in payment of principal or interest out of the Gross Revenues or the Net Water
System Revenues senior to the Series 2022 Installment
Payments; and
(b) the City may not issue or incur any Additional
Obligations during the term of the WIFIA Loan
Agreement unless all of the following conditions are
satisfied:
(i) No Event of Default has occurred and is
continuing.
(ii) The City obtains or provides a certificate or
523
Schedule I-6
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No. Item WIFIA Loan Specific Term
certificates prepared by an independent financial
consultant (the “Consultant”) showing that:
a. the Net Water System Revenues as shown by the
books of the City for the twelve (12) calendar months
ending 90 days prior to the end of the month in which
such Additional Obligations are incurred (the “Look
Back Period”), will have amounted to at least the sum of (x) one hundred ten percent (110%) of Debt Service for
such Look Back Period, plus (y) the amount by which the amount on deposit in the Water System Revenue Fund
on the first day of such Look Back Period was less than twenty-five percent (25%) of Maximum Annual Debt
Service (as defined in the Installment Purchase
Agreement for all purposes of this Additional Bonds
Test) on all Outstanding City Bonds and City Contracts
calculated on the first day of such Look Back Period; for purposes of preparing the certificate or certificates
described above, the Consultant or Consultants may rely upon financial statements prepared by the City for all or any part of the Look Back Period, which have not been
subject to audit by an Independent Certified Public
Accountant if audited financial statements for the City Fiscal Year or period are not available;
b. the estimated Net Water System Revenues for the
twelve (12) calendar months following the date of
incurring such Additional Obligations will be at least
equal to one hundred ten percent (110%) of Maximum
Annual Debt Service on all City Bonds and City
Contracts to be outstanding immediately after the
incurring of such Additional Obligations; and
c. the amount on deposit in the Water System
Revenue Fund on the date of incurring such Additional
Obligations is at least equal to twenty-five percent (25%) of Maximum Annual Debt Service on all Outstanding
City Bonds and City Contracts as of the date of incurring of such Additional Obligations.
If the Additional Obligations are being issued solely to refund outstanding Obligations, and the resulting
Maximum Annual Debt Service on all Outstanding City
Bonds and City Contracts after incurring such Additional Obligations will not exceed the Maximum Annual Debt
Service on all Obligations outstanding prior to incurring 524
Schedule I-7
1378234.02D-WASSR02A - MSW
No. Item WIFIA Loan Specific Term
such Additional Obligations, the City need not comply
with the provisions of paragraph (ii) above.
(c) The City shall not issue or incur any Obligations
for the Project that are secured by a Lien on any assets or property of the City other than the Net Water System
Revenues.
The Borrower
The Borrower shall not without the prior written consent of the WIFIA Lender issue or incur obligations of any
kind payable from, secured or supported by any of the
Pledged Collateral and amounts to be held in any fund or account established under the Indenture or the right, title and interest of the Borrower in the Installment Purchase Agreement, to be assigned by the Borrower to the
Trustee under the Indenture.
41. Flow of Funds The requirements and conditions specified below and in Section 4.02 of the Indenture:.
The City shall deposit all Water System Revenues, when
and as received, in the Water System Revenue Fund.
The Water System Revenues in the Water System
Revenue Fund shall be applied:
(i) [To Come]
42. [Other/TBD]
PART E. Other Key WIFIA Loan Documents
43. WIFIA Bond The bond issued and delivered by the Borrower in substantially the form of Exhibit A (Form of WIFIA
Bond).
44. Indenture That certain Indenture of Trust, dated [as of] [___], 2022, between the Borrower, the City and the Trustee.
45. Installment Purchase
Agreement
That certain Installment Purchase Agreement, dated [as
of] [___], 2022, between the City and the Borrower.
46. WIFIA Term Sheet WIFIA term sheet, dated as of [the Effective Date], between the Borrower and the WIFIA Lender.
47. [Other/TBD]
525
Schedule I-8
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No. Item WIFIA Loan Specific Term
PART F. Fees
48. Servicing Set-Up Fee A servicing set-up fee equal to $118,890.00.
49. Construction Period Servicing
Fee
An annual construction period servicing fee equal to
$18,890.00.
50. Initial Construction Period
Servicing Fee
The initial Construction Period Servicing Fee in a pro- rated amount equal to $6,290.00.4
51. Operating Period Servicing Fee An annual operating period servicing fee equal to $16,190.00.
PART G. Borrower Related Notices
52. Borrower notice details City of Oxnard Financing Authority 300 West Third Street
Oxnard, CA 93030
Attention: Executive Director
53. City notice details City of Oxnard
300 West Third Street
Oxnard, CA 93030
Attention: City Manager
54. Trustee notice details [Name]5
[Address]
Attention: [___]
Email: [___]
4 Note to Borrower: The pro-rated construction servicing fee amount assumes a current closing date in May, 2022. 5 Note to Borrower/Trustee: Borrower to provide.
526
Schedule II-1
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SCHEDULE II
PROJECT DETAILS
PART A. Project Budget. 1
PART B. Construction Schedule.
Projected Substantial Completion Date: [___]
PROJECT ELEMENT DESIGN
COMPLETION
CONSTRUCTION
START
CONSTRUCTION
END
1 To be provided by WIFIA Underwriter (in consultation with WIFIA Engineer and Borrower).
SOURCES OF FUNDS AMOUNT ($ USD) PERCENTAGE (%)
[___]
Total Sources of Funds
USES OF FUNDS AMOUNT ($ USD) PERCENTAGE (%)
[___]
Total Uses of Funds
Total Eligible Project Costs
Total Project Costs
527
Schedule II-2
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PART C. Existing Construction Contracts. 2
Contract Name Effective
Date
Amount Parties Description
2 Note to Borrower: Borrower to provide.
528
Schedule III-A-1
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SCHEDULE III-A
BORROWER DISCLOSURES1
PART A. Existing Indebtedness.
1. Senior Obligations
1. [Series [___] senior revenue bonds, issued pursuant to the [___], dated [___], maturing on [___]]
[Loan agreement, dated [___], between the Borrower and
[___], maturing on [___]]
2. 3.
4. 5.
2. Subordinated Obligations
1. [Series [___] subordinate revenue bonds], issued pursuant to the [___], dated [___], maturing on [___]
[Loan agreement, dated [___], between the Borrower and [___], maturing on [___]]
2. 3.
4. 5.
1 Note to Borrower: Borrower to complete.
529
Schedule III-A-2
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PART B. Litigation Disclosure.
[___]2
No. Parties Date Initiated Description / Status Venue
PART C. Environmental Matter Disclosure.
[___]3
2 Include “None” if no litigation disclosures are necessary. 3 Include “None” if no environmental matter disclosures are necessary. 530
Schedule III-B-1
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SCHEDULE III-B
CITY DISCLOSURES1
PART A. Existing Indebtedness.
1. Senior Obligations
1. 2.
3. 4.
5. 2. Subordinated Obligations
1. 2.
3. 4.
5. 1 Note to City: City to complete.
531
Schedule III-B-2
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PART B. Litigation Disclosure.
[___]2
No. Parties Date Initiated Description / Status Venue
PART C. Environmental Matter Disclosure.
[___]3
2 Include “None” if no litigation disclosures are necessary. 3 Include “None” if no environmental matter disclosures are necessary. 532
Schedule IV-1
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SCHEDULE IV
REQUISITION PROCEDURES
This Schedule IV sets out the procedures which the City agrees to follow in submitting Requisitions for any Disbursement of the WIFIA Loan. Pursuant to the Installment Purchase Agreement, the Borrower has appointed the City as its agent to request funds from time to time under this Agreement and the City has accepted such appointment and assumed all rights, liabilities, duties and responsibilities of the Borrower under this Agreement regarding the requisition of funds from time to time under this Agreement. 15 The City expressly agrees to the terms hereof, and further agrees that (i) the rights of the WIFIA Lender contained herein are in addition to (and not in lieu of) any other rights or remedies available to the WIFIA Lender under the WIFIA Loan Documents, and (ii) nothing contained herein shall be construed to limit the rights of the WIFIA Lender to take actions including administrative enforcement action and actions for breach of contract against the City if it fails to carry out its obligations under the WIFIA Loan Agreement during the term thereof.
PART A. General Requirements.
(a) Manner of Request: All requests by the City for a Disbursement shall be made in writing by electronic submission to the WIFIA Lender, in accordance with Section 35 (Notices) of the WIFIA Loan Agreement.
(b) Required Documentation: Any request by the City should include the submission of:
(i) a Requisition, in the form attached as Exhibit D (Form of Requisition), completed and executed by the City’s Authorized Representative, and otherwise in form and substance satisfactory to the WIFIA Lender; and
(ii) all Eligible Project Costs Documentation that has not otherwise been provided to the WIFIA Lender in accordance with Part C of Schedule V (Reporting Requirements) of the WIFIA Loan Agreement.
(c) Timing: Any request for a Disbursement must be received by the WIFIA Lender and the Servicer (if any) at or before 5:00 P.M. (Eastern Time) on either:
(i) the first (1 st) Business Day of a calendar month in order to obtain the requested Disbursement by the fifteenth (15th) day of such calendar month; (ii) the fifteenth (15 th) day of a calendar month, in order to obtain the requested Disbursement by the first (1st) day of the immediately following calendar month; provided, that, (x) if any such day is not a Business Day, the Disbursement request or payment (as the case may be) shall be made by the next succeeding Business Day; (y) 15 Note to Borrower: Please add appointment language to Installment Purchase Agreement. 533
Schedule IV-2
1378234.02D-WASSR02A - MSW
the City shall not request to receive more than one (1) Disbursement per month or every thirty (30) days (whichever is longer); and (z) no Disbursements shall be made after the Final Disbursement Date.
534
Schedule IV-3
1378234.02D-WASSR02A - MSW
PART B. WIFIA Lender Review Process.
(a) The WIFIA Lender shall review the Requisition and the Eligible Project Costs Documentation for compliance with WIFIA Disbursement requirements. (b) If a Requisition is approved by the WIFIA Lender, the WIFIA Lender will notify [the Borrower][and][the City] of such approval and of the amount so approved. A Requisition containing an apparent mathematical error will be corrected by the WIFIA Lender, after telephonic or email notification to [the Borrower][and][the City], and will thereafter be treated as if submitted in the corrected amount. If the amount requested for Disbursement in the Requisition exceeds the available balance of the WIFIA Loan proceeds remaining to be disbursed, the Disbursement request will be treated as if submitted in the amount of the balance so remaining, and the WIFIA Lender will so notify [the Borrower][and][the City]. (c) The WIFIA Lender shall be entitled to withhold approval (in whole or in part) of any pending or subsequent requests for the Disbursement of WIFIA Loan proceeds if: (i) a Default or an Event of Default shall have occurred and be continuing or (ii) the Borrower or the City (1) knowingly takes any action, or omits to take any action, amounting to fraud or violation of any applicable law, in connection with the transactions contemplated hereby; (2) prevents or materially impairs the ability of the WIFIA Lender to monitor compliance by the Borrower or the City with applicable law pertaining to the Project or with the terms and conditions of the WIFIA Loan Agreement; (3) fails to observe or comply with any applicable law, or any term or condition of the WIFIA Loan Agreement; (4) fails to satisfy the conditions set forth in Section 4 (Disbursement Conditions) and Section 11(b) (Conditions Precedent to Disbursements) of the WIFIA Loan Agreement; or (5) fails to deliver Eligible Project Costs Documentation satisfactory to the WIFIA Lender at the times and in the manner specified by the WIFIA Loan Agreement; provided, that in such case of sub-clause (5) above, the WIFIA Lender may, in its sole discretion, partially approve a Requisition in respect of any amounts for which adequate Eligible Project Costs Documentation has been provided and may, in its sole discretion, disburse in respect of such properly documented amounts. The WIFIA Lender will notify [the Borrower][and][the City] of any withholding, and the reasons therefor.
(d) A Requisition may be rejected in whole or in part by the WIFIA Lender if it is: (i) submitted without signature; (ii) submitted under signature of a Person other than a City’s Authorized Representative; (iii) submitted after prior Disbursement of all proceeds of the WIFIA Loan; or (iv) submitted without adequate Eligible Project Costs Documentation. The WIFIA Lender will notify [the Borrower][and][the City] of any Requisition so rejected, and the reasons therefor. Any Requisition rejected for the reasons specified under this paragraph (d) must be resubmitted in proper form in order to be considered for approval. 535
Schedule V-1
1378234.02D-WASSR02A - MSW
SCHEDULE V
REPORTING REQUIREMENTS
PART A. Updated Financial Model/Plan.
The City shall provide to the WIFIA Lender, not later than one hundred eighty (180) days after the end of each City Fiscal Year, an Updated Financial Model/Plan. The Updated Financial Model/Plan shall reflect the City’s reasonable expectations, using assumptions that the City believes to be reasonable, and include: (a) the City’s capital improvement plan, major maintenance plan, projected rates and charges, projected debt outstanding and annual debt service, projected Revenues and projected Operating Expenses for a reasonable projection period consistent with the City’s operating and financial planning and demonstrating that the City has developed and identified adequate revenues to implement a plan for operating, maintaining, and repairing the Project; (b) evidence of compliance with the Rate Covenant for the most recent City Fiscal Year for which the City’s Financial Statements are available and the projected debt service coverage ratios (including projected Rate Covenant coverages) through the Forecast Period; and (c) a written narrative identifying any material changes to the underlying assumptions from the previous Updated Financial Model/Plan.
PART B. Annual Financial Statements.
The City shall deliver to the WIFIA Lender, as soon as available, but no later than one hundred eighty (180) days after the end of each City Fiscal Year, a copy of the audited income statement and balance sheet of the City as of the end of such City Fiscal Year and the related audited statements of operations and of cash flow of the City for such City Fiscal Year, (a) setting forth in each case in comparative form the figures for the previous fiscal year, (b) certified without qualification or exception, or qualification as to the scope of the audit, by an independent public accounting firm selected by the City, and (c) which shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except, with respect to the annual financial statements, for changes approved or required by the independent public accountants certifying such statements and disclosed therein).
PART C. Construction Monitoring.
(a) The WIFIA Lender shall have the right in its sole discretion to monitor (or direct its agents to monitor) the development of the Project, including environmental compliance, design, and construction of the Project. The City shall be responsible for administering construction oversight of the Project in accordance with applicable federal, state and local governmental requirements. The City agrees to cooperate in good faith with the WIFIA Lender in the conduct of such monitoring by promptly providing the WIFIA Lender with such reports, documentation or other information as shall be requested by the WIFIA Lender or its agents, including any independent engineer reports, documentation or information. 536
Schedule V-2
1378234.02D-WASSR02A - MSW
(b) Construction Monitoring Report. During the period beginning from the first quarter following bid advertisement of the first Construction Contract for the Project, through and until Substantial Completion of the Project, the City shall furnish to the WIFIA Lender, on a quarterly basis, the Construction Monitoring Report. The report shall be delivered to the WIFIA Lender within thirty (30) days of the end of each such quarter (or if such day is not a Business Day, on the next following Business Day). If the then-current projection for the Substantial Completion Date is a date different than the Projected Substantial Completion Date, the City shall provide in the Construction Monitoring Report a description in reasonable detail to the reasonable satisfaction of the WIFIA Lender of the reasons for such projected delay or difference. The Projected Substantial Completion Date shall automatically be adjusted to the new date specified by the City in the Construction Monitoring Report unless the WIFIA Lender objects to the adjustment in writing to the City within sixty (60) days following receipt of such Construction Monitoring Report on the basis that such report does not demonstrate the matters specified in this paragraph.
(c) Quarterly Certification of Eligible Project Costs. If requested by the WIFIA Lender, on a basis not more frequently than quarterly, the City shall submit to the WIFIA Lender, concurrently with the delivery of the Construction Monitoring Report, a certificate, in the form of Exhibit E (Form of Certification of Eligible Project Costs Documentation), signed by the City’s Authorized Representative, and attaching Eligible Project Costs Documentation as applicable. If there are no applicable Eligible Project Costs for such quarter, the City may notify the WIFIA Lender by written confirmation of the same by email in accordance with Section 35 (Notices) of the WIFIA Loan Agreement. Within sixty (60) days following the receipt of such certificate and accompanying Eligible Project Costs Documentation (if applicable), the WIFIA Lender shall notify the City confirming (i) which Eligible Project Costs incurred by the City set forth in the certification have been approved or denied (and, if denied, the reasons therefor) and (ii) the cumulative amount of Eligible Project Costs that have been approved as of the date of such notice. Any such approved amounts of Eligible Project Costs shall then be deemed to be available for Disbursement at such time as the City submits a Requisition in respect of such approved amounts in accordance with Section 4 (Disbursement Conditions). (d) Final Specifications. The City shall deliver to the WIFIA Lender, prior to bid advertisement for the Project (including each sub-project or component, if applicable), a copy of the final specifications relating to the development and construction of the Project (or such sub-project or component, as the case may be), demonstrating compliance with all applicable federal requirements and including a summary of the scope of work thereunder. (e) [Reserved]
PART D. Public Benefits Report.
The City shall deliver to the WIFIA Lender the Public Benefits Report (a) no later than thirty (30) days prior to the Effective Date, (b) within ninety (90) days following the Substantial Completion Date and (c) within ninety (90) days following the fifth (5 th) anniversary of the Substantial Completion Date. The Borrower and the City each agree that information described in the Public Benefits Report may be made publicly available by the WIFIA Lender at its discretion.
537
Schedule V-3
1378234.02D-WASSR02A - MSW
PART E. Notices.
(a) The Borrower and the City shall each, within fifteen (15) days (or such other time as may be specified below) after the Borrower or the City, as applicable, learns of the occurrence, give the WIFIA Lender notice of any of the following events or receipt of any of the following notices, as applicable, setting forth details of such event:
(i) Substantial Completion: the occurrence of Substantial Completion, such notice to be provided in the form set forth in Exhibit G (Form of Certificate of Substantial Completion);
(iii) Defaults; Events of Default: any Default or Event of Default; (iv) Litigation: (1) the filing of any litigation, suit or action, or the commencement of any proceeding, against the Borrower or the City, as applicable, before any arbitrator, Governmental Authority, alternative dispute resolution body, or other neutral third-party, that could reasonably be expected to have a Material Adverse Effect, and (2) any final, non-appealable judgment related to the Pledged Collateral, Water System Revenues or Net Water System Revenues, that could reasonably be expected to result in the impairment of (A) the Borrower’s or the City’s ability to comply with any of its payment obligations under the WIFIA Bond or this Agreement, as applicable, or (B) the existence, priority or perfection (if applicable) of the WIFIA Lender’s security interest in the Pledged Collateral or the Borrower’s security interest in the Net Water System Revenues;
(v) Delayed Governmental Approvals: any failure to receive or delay in receiving any Governmental Approval or making any required filing, notice, recordation or other demonstration to or with a Governmental Authority, in each case to the extent such failure or delay will or could reasonably be expected to result in a delay to any major milestone date (including the Projected Substantial Completion Date) set forth in the Construction Schedule, together with a written explanation of the reasons for such failure or delay and the City’s plans to remedy or mitigate the effects of such failure or delay;
(vi) Environmental Notices: any material notice of violation related to the Project or any material change to the Project that could reasonably be expected to affect the NEPA Determination;
(vii) Amendments: except as otherwise agreed by the WIFIA Lender in writing, copies of any fully executed amendments, modifications, replacements or supplements to any Related Document; provided, that such notice may be accomplished through the posting of the relevant documents on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement; (viii) Related Document Defaults: any material breach or default or event of default on the part of the Borrower or the City or any other party under any Related Document; provided, that such notice may be accomplished through the posting 538
Schedule V-4
1378234.02D-WASSR02A - MSW
of the relevant documents on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(ix) Uncontrollable Force: the occurrence of any Uncontrollable Force that could reasonably be expected to materially and adversely affect the Project; (x) Ratings Changes: any change in the rating assigned to the WIFIA Loan or any Obligations, in each case by any Nationally Recognized Rating Agency that has provided a public rating on such indebtedness, and any notices, reports or other written materials (other than those that are ministerial in nature) received from any such rating agencies; provided, that such notice may be accomplished through the posting of the relevant documents on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(xi) 2 C.F.R. § 180.350 Notices: any notification required pursuant to 2 C.F.R. § 180.350, whether attributable to a failure by the Borrower or the City to disclose information previously required to have been disclosed or due to the Borrower or the City or any of its principals meeting any of the criteria set forth in 2 C.F.R. § 180.335; (xii) Issuance of Obligations: copies of any final issuing instrument (together with any continuing disclosure documents, ordinances, official statement, certifications or cash flow projections in connection therewith), prepared in connection with the incurrence of any Permitted Debt (including any Additional Obligations), together with a confirmation by the Borrower or the City, as applicable, that such additional indebtedness satisfies the applicable requirements under the definition of “Permitted Debt”; provided, that such notice may be accomplished through the posting of the relevant documents on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(xiii) Postings on EMMA: the posting of any document on EMMA in accordance with the requirements of any continuing disclosure agreement or similar document with respect to any Outstanding Obligations relating to annual financial information and operating data and the reporting of significant events; provided, that such notice may be accomplished through the posting of the relevant document on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(xiv) SAM / UEI: any change in the Borrower’s or the City’s SAM registration status (including any exclusions, expiration or inactive registration) or UEI Number (including any expiration or change in effectiveness); provided, that such notice may be accomplished through the posting of the relevant document on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(xv) Reorganization, Consolidation or Merger: the occurrence of any reorganization, consolidation, or merger, together with the agreements and documents authorizing the reorganization, consolidation or merger; and 539
Schedule V-5
1378234.02D-WASSR02A - MSW
(xvi) Fiscal Year: any change to or adoption by the Borrower of any fiscal year other than the Initial Borrower Fiscal Year or any change to or adoption of any fiscal year by the City other than the previously applicable City Fiscal Year; provided, that such notice may be accomplished through the posting of the relevant document on EMMA under the WIFIA CUSIP Number with a reference to the relevant WIFIA provision of this Agreement;
(xvii) Other Adverse Events: the occurrence of any other event or condition, including without limitation any notice of breach from a contract counterparty or any holder of any Obligations, that could reasonably be expected to result in a Material Adverse Effect; and
(xviii) Draws on WIFIA Debt Service Reserve Account: the occurrence of any draws on the WIFIA Debt Service Reserve Account to fund payments of interest on or principal of the WIFIA Bond when due.
(b) The Borrower and the City each shall, at any time while the WIFIA Loan remains Outstanding, promptly deliver to the WIFIA Lender such additional information regarding the business, financial, legal or organizational affairs of the Borrower or the City or regarding the Water System, the Project or the Water System Revenues as the WIFIA Lender may from time to time reasonably request. The Borrower and the City each agrees that the delivery of any documents or information under and pursuant to this Agreement shall not be construed as compliance with, or affect in any manner, any obligations of the Borrower or the City under any other contracts, agreements, decrees, Governmental Approvals, or other documents with EPA (other than the WIFIA Loan Documents) or the Federal Government. 540
Schedule VI-1
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SCHEDULE VI
WIFIA LOAN AMORTIZATION SCHEDULE1
[To be attached with final interest rate on the Effective Date] 1 WIFIA Underwriter to work with Borrower to provide an initial amortization schedule that is shared with the transaction team prior to closing. The final schedule will be finalized on the day of closing to account for the final interest rate.
541
Exhibit A-1
1378234.02D-WASSR02A - MSW
EXHIBIT A
FORM OF WIFIA BOND
THE CITY OF OXNARD FINANCE AUTHORITY
AQUIFER STORAGE RECOVERY PROJECT
(WIFIA ID – N20107CA)
WIFIA BOND
Interest Rate Final Maturity Date Dated Date WIFIA CUSIP [___]%, subject to the
Default Rate (as
defined and in
accordance with the
WIFIA Loan
Agreement)
July 1, 2062, subject
to adjustment as set
forth in the WIFIA
Loan Agreement
[___] [___]
Registered Owner UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator of the
Environmental Protection Agency
Maximum Principal
Amount
$[___] (excluding capitalized interest, if any)
THE CITY OF OXNARD FINANCE AUTHORITY, a joint exercise of powers agency duly organized and existing under the laws of the State of California (the “Borrower”), for value received, hereby promises to pay to the order of the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator of the United States Environmental Protection Agency, or its assigns (the “WIFIA Lender”), the lesser of (x) the Maximum Principal Amount set forth above and (y) the aggregate unpaid principal amount of all Disbursements made by the WIFIA Lender (such lesser amount, together with any interest that is capitalized and added to principal in accordance with the provisions of the WIFIA Loan Agreement (as defined below), being hereinafter referred to as the “Outstanding Principal Sum”), together with accrued and unpaid interest (including, if applicable, interest at the Default Rate, as defined in the WIFIA Loan Agreement) on the Outstanding Principal Sum and all fees, costs and other amounts payable in connection therewith, all as more fully described in that certain WIFIA Loan Agreement, dated as of the date hereof, between the WIFIA Lender, the Borrower and the City of Oxnard, a municipal corporation duly organized and existing under the laws of the State of California (the “City”) 542
Exhibit A-2
1378234.02D-WASSR02A - MSW
(the “WIFIA Loan Agreement”). All capitalized terms used in this WIFIA Bond and not defined herein shall have the meanings set forth in the WIFIA Loan Agreement.
The WIFIA Debt Service hereof shall be payable in the amounts, manner and on the Payment Dates as set forth in the WIFIA Loan Amortization Schedule in accordance with the WIFIA Loan Agreement (which WIFIA Loan Amortization Schedule may be revised from time to time in accordance with the WIFIA Loan Agreement), until paid in full (which Loan Amortization Schedule, as modified from time to time in accordance with the terms of the WIFIA Loan Agreement, is incorporated in and is a part of this WIFIA Bond). The WIFIA Lender is hereby authorized to modify the WIFIA Loan Amortization Schedule from time to time to reflect the amount of each Disbursement made thereunder and the date and amount of principal or interest paid by the Borrower thereunder and otherwise in accordance with the terms of the WIFIA Loan Agreement. Absent manifest error, the WIFIA Lender’s determination of such matters as set forth on the WIFIA Loan Amortization Schedule to the WIFIA Loan Agreement shall be conclusive evidence thereof; provided, however, that neither the failure to make any such recordation nor any error in such recordation shall affect in any manner the Borrower’s obligations hereunder or under any other WIFIA Loan Document.
Payments hereon are to be made in accordance with Section 8(b) (Manner of Payment) and Section 35 (Notices) of the WIFIA Loan Agreement as the same become due. Principal of and interest on this WIFIA Bond shall be made in Dollars and in immediately available funds (without counterclaim, offset or deduction). Any payment in respect of the WIFIA Bond shall be treated as a payment in respect of the WIFIA Loan and any prepayment of principal in respect of the WIFIA Loan shall be treated as a redemption in respect of the WIFIA Bond. If the Final Maturity Date is adjusted in accordance with the WIFIA Loan Agreement, the due date of this WIFIA Bond shall be deemed to be amended to change the due date to such revised Final Maturity Date without any further action required on the part of the Borrower or the WIFIA Lender and such amendment shall in no way amend, modify or affect the other provisions of this WIFIA Bond without the prior written agreement of the WIFIA Lender. Any such amendment shall be reflected in a revised Loan Amortization Schedule.
This WIFIA Bond has been executed under and pursuant to the WIFIA Loan Documents and is issued to evidence the obligation of the Borrower under the WIFIA Loan Documents to repay the loan made by the WIFIA Lender and any other payments of any kind required to be paid by the Borrower under the WIFIA Loan Agreement or the other WIFIA Loan Documents referred to therein. Reference is made to the WIFIA Loan Agreement for all details relating to the Borrower’s obligations hereunder.
Payment of the obligations of the Borrower under this WIFIA Bond is secured pursuant to the Indenture. This WIFIA Bond is a Bond (as such term is defined in the Indenture), entitled to all of the benefits of a Bond under the Indenture. The Lien on the Pledged Collateral securing this WIFIA Bond for the benefit of the WIFIA Lender is (i) the exclusive senior priority Lien with respect to the Pledged Collateral and (ii) senior in right of payment and right of security to the Lien on the Pledged Collateral in favor of the Subordinated Obligations.
This WIFIA Bond may be prepaid at the option of the Borrower in whole or in part (and, if in part, the principal installments and amounts thereof to be prepaid are to be determined in 543
Exhibit A-3
1378234.02D-WASSR02A - MSW
accordance with the WIFIA Loan Agreement; provided, however, such prepayments shall be in principal amounts of at least $1,000,000 or any integral multiple of $1 in excess thereof), without penalty or premium, and otherwise in accordance with the WIFIA Loan Agreement.
Any delay on the part of the WIFIA Lender in exercising any right hereunder shall not operate as a waiver of any such right, and any waiver granted with respect to one default shall not operate as a waiver in the event of any subsequent default.
All acts, conditions and things required by the Constitution and laws of the State to happen, exist, and be performed precedent to and in the issuance of this WIFIA Bond have happened, exist and have been performed as so required. This WIFIA Bond is issued with the intent that the federal laws of the United States of America shall govern its construction to the extent such federal laws are applicable and the internal laws of the State shall govern its construction to the extent such federal laws are not applicable.
IN WITNESS WHEREOF, THE CITY OF OXNARD FINANCE AUTHORITY has caused this WIFIA Bond to be executed in its name and its seal to be affixed hereto and attested by its duly authorized officer, all as of the Effective Date set forth above. (SEAL)
THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
By:______________________________
Name:
Title:
ATTEST:
By:____________________
Name:
Title:
544
Exhibit A-4
1378234.02D-WASSR02A - MSW
CERTIFICATE OF AUTHENTICATION
This WIFIA Bond is the WIFIA Bond described in the within-mentioned Indenture.
COMPUTERSHARE TRUST COMPANY,
N.A.,
By: ___________________________
Authorized Signer
545
Exhibit A-5
1378234.02D-WASSR02A - MSW
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the Undersigned hereby unconditionally sells, assigns and transfers unto
(Please Insert Social Security or other identifying number of Assignee(s)):
the within WIFIA Bond and all rights thereunder.
Dated: ________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within note in every
particular, without alteration or enlargement or
any change whatever.
546
Exhibit B-1-1
1378234.02D-WASSR02A - MSW
EXHIBIT B-1
FORM OF BORROWER CLOSING CERTIFICATE
Reference is made to that certain WIFIA Loan Agreement, dated as of [_____], 2022 (the “WIFIA Loan Agreement”), by and among the City of Oxnard Finance Authority (the “Borrower”), the City of Oxnard (the “City”), and the United States Environmental Protection Agency, acting by and through the Administrator (the “WIFIA Lender”). Capitalized terms used in this certificate and not defined shall have the respective meanings ascribed to such terms in the WIFIA Loan Agreement.
In connection with Section 11(a) (Conditions Precedent to Effectiveness) of the WIFIA Loan Agreement, the undersigned, as the Borrower’s Authorized Representative, does hereby certify on behalf of the Borrower and not in his/her personal capacity, as of the date hereof:
(a) pursuant to Section 11(a)(v) of the WIFIA Loan Agreement, attached hereto as Annex A is an incumbency certificate that lists all persons, together with their positions and specimen signatures, who are duly authorized by the Borrower to execute the WIFIA Loan Documents to which the Borrower is or will be a party, and who have been appointed as a Borrower’s Authorized Representative in accordance with Section 25 (Borrower’s and City’s Authorized Representatives) of the WIFIA Loan Agreement;
(b) pursuant to Section 11(a)(ii) of the WIFIA Loan Agreement, the Borrower has delivered to the WIFIA Lender copies of (i) the Indenture, together with any amendments, supplements, waivers or modifications thereto (but excluding any document that solely provides for the issuance or incurrence of Additional Obligations, hedging Obligations or Interim Financing) and (ii) any Related Document with respect to which all or a portion of the proceeds are or will be applied to fund all or any portion of Total Project Costs, in each case that has been entered into on or prior to the Effective Date, and each such document is complete, fully executed, and in full force and effect, and all conditions contained in the Related Documents that are necessary to the closing of the WIFIA transaction contemplated hereby (if any) have been fulfilled; (c) pursuant to Section 11(a)(v)(A) of the WIFIA Loan Agreement, (i) the maximum principal amount of the WIFIA Loan (excluding any capitalized interest), together with the amount of any other credit assistance provided under the Act to the Borrower and the City, does not exceed forty-nine percent (49%) of reasonably anticipated Eligible Project Costs; (ii) the aggregate amount of Eligible Project Costs previously incurred prior to the Effective Date does not exceed fifty-one percent (51%) of Eligible Project Costs; and (iii) the total federal assistance provided to the Project, including the maximum principal amount of the WIFIA Loan (excluding any capitalized interest), does not exceed eighty percent (80%) of Total Project Costs;
547
Exhibit B-1-2
1378234.02D-WASSR02A - MSW
(d) pursuant to Section 11(a)(v)(C) of the WIFIA Loan Agreement, the Borrower has (i) obtained a FEIN, as evidenced by the Borrower’s W-9 which is attached hereto as Annex B-1, and a UEI Number, in each case as set forth on Part A of Schedule I (WIFIA Loan Specific Terms) to the WIFIA Loan Agreement, and (ii) registered with, and obtained confirmation of active SAM registration status, which confirmation is attached hereto as Annex B-2;
(e) pursuant to Section 11(a)(v)(D) of the WIFIA Loan Agreement, the Borrower has obtained the WIFIA CUSIP Number, as set forth on Part A of Schedule I (WIFIA Loan Specific Terms) to the WIFIA Loan Agreement, and which confirmation is attached hereto as Annex C;
(f) pursuant to Section 11(a)(v)(E) of the WIFIA Loan Agreement, the representations and warranties of the Borrower set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Document to which the Borrower is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date;
(g) pursuant to Section 11(a)(v)(F) of the WIFIA Loan Agreement, no Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred or arisen since the date of the Application; and
(h) pursuant to Section 11(a)(vi) of the WIFIA Loan Agreement, the rating letter delivered to the WIFIA Lender pursuant to such Section 11(a)(vi) has not been reduced, withdrawn or suspended as of the Effective Date.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first mentioned above.
THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
By: _______________________________
Name:
Title:
548
Exhibit B-1-3
1378234.02D-WASSR02A - MSW
ANNEX A TO EXHIBIT B-1
INCUMBENCY CERTIFICATE
The undersigned certifies that he/she is the [Secretary] of the City of Oxnard Finance Authority, a joint exercise of powers agency duly organized and existing under the state of California, (the “Borrower”), and as such he/she is authorized to execute this certificate and further certifies that the following persons have been elected or appointed, are qualified, and are now acting as officers or authorized persons of the Borrower in the capacity or capacities indicated below, and that the signatures set forth opposite their respective names are their true and genuine signatures. He/She further certifies that any of the officers listed below is authorized to sign agreements and give written instructions with regard to any matters pertaining to the WIFIA Loan Documents as the Borrower’s Authorized Representative (each as defined in that certain WIFIA Loan Agreement, dated as of the date hereof, between the Borrower, the City of Oxnard, and the United States Environmental Protection Agency, acting by and through the Administrator):
Name Title Signature
[_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ IN WITNESS WHEREOF, the undersigned has executed this certificate as of this _____ day of [___], 20[__].
THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
By: _______________________________
Name:
Title:
549
Exhibit B-2-1
1378234.02D-WASSR02A - MSW
EXHIBIT B-2
FORM OF CITY CLOSING CERTIFICATE
Reference is made to that certain WIFIA Loan Agreement, dated as of [_____], 2022 (the “WIFIA Loan Agreement”), by and among the City of Oxnard Finance Authority (the “Borrower”), the City of Oxnard (the “City”), and the United States Environmental Protection Agency, acting by and through the Administrator (the “WIFIA Lender”). Capitalized terms used in this certificate and not defined shall have the respective meanings ascribed to such terms in the WIFIA Loan Agreement.
In connection with Section 11(a) (Conditions Precedent to Effectiveness) of the WIFIA Loan Agreement, the undersigned, as the City’s Authorized Representative, does hereby certify on behalf of the City and not in his/her personal capacity, as of the date hereof:
(a) pursuant to Section 11(a)(v) of the WIFIA Loan Agreement, attached hereto as Annex A is an incumbency certificate that lists all persons, together with their positions and specimen signatures, who are duly authorized by the City to execute the WIFIA Loan Documents to which the City is or will be a party, and who have been appointed as a City’s Authorized Representative in accordance with Section 25 (Borrower’s and City’s Authorized Representatives) of the WIFIA Loan Agreement;
(b) pursuant to Section 11(a)(ii) of the WIFIA Loan Agreement, the City has delivered to the WIFIA Lender copies of (i) the Indenture, together with any amendments, supplements, waivers or modifications thereto (but excluding any document that solely provides for the issuance or incurrence of Additional Obligations, hedging Obligations or Interim Financing) and (ii) any Related Document with respect to which all or a portion of the proceeds are or will be applied to fund all or any portion of Total Project Costs, in each case that has been entered into on or prior to the Effective Date, and each such document is complete, fully executed, and in full force and effect, and all conditions contained in the Related Documents that are necessary to the closing of the WIFIA transaction contemplated hereby (if any) have been fulfilled; (c) pursuant to Section 11(a)(v)(A) of the WIFIA Loan Agreement, (i) the maximum principal amount of the WIFIA Loan (excluding any capitalized interest), together with the amount of any other credit assistance provided under the Act to the Borrower and the City, does not exceed forty-nine percent (49%) of reasonably anticipated Eligible Project Costs; (ii) the aggregate amount of Eligible Project Costs previously incurred prior to the Effective Date does not exceed fifty-one percent (51%) of Eligible Project Costs; and (iii) the total federal assistance provided to the Project, including the maximum principal amount of the WIFIA Loan (excluding any capitalized interest), does not exceed eighty percent (80%) of Total Project Costs;
550
Exhibit B-2-2
1378234.02D-WASSR02A - MSW
(d) pursuant to Section 11(a)(v)(B) of the WIFIA Loan Agreement, the City is in compliance with NEPA and any applicable federal, state or local environmental review and approval requirements with respect to the Project; (e) pursuant to Section 11(a)(v)(C) of the WIFIA Loan Agreement, the City has (i) obtained a FEIN, as evidenced by the City’s W-9 which is attached hereto as Annex B-1, and a UEI Number, in each case as set forth on Part A of Schedule I (WIFIA Loan Specific Terms) to the WIFIA Loan Agreement, and (ii) registered with, and obtained confirmation of active SAM registration status, which confirmation is attached hereto as Annex B-2;
(f) pursuant to Section 11(a)(v)(E) of the WIFIA Loan Agreement, the representations and warranties of the City set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Document to which the City is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date; (g) pursuant to Section 11(a)(v)(F) of the WIFIA Loan Agreement, no Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred or arisen since the date of the Application; and
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first mentioned above.
THE CITY OF OXNARD,
by its authorized representative
By: _______________________________
Name:
Title:
551
Exhibit B-2-3
1378234.02D-WASSR02A - MSW
ANNEX A TO EXHIBIT B-2
INCUMBENCY CERTIFICATE
The undersigned certifies that he/she is the [Secretary] of the City of Oxnard, a municipal corporation duly organized and existing under the state of California, (the “City”), and as such he/she is authorized to execute this certificate and further certifies that the following persons have been elected or appointed, are qualified, and are now acting as officers or authorized persons of the City in the capacity or capacities indicated below, and that the signatures set forth opposite their respective names are their true and genuine signatures. He/She further certifies that any of the officers listed below is authorized to sign agreements and give written instructions with regard to any matters pertaining to the WIFIA Loan Documents as the City’s Authorized Representative (each as defined in that certain WIFIA Loan Agreement, dated as of the date hereof, between the City of Oxnard Finance Authority, the City and the United States Environmental Protection Agency, acting by and through the Administrator):
Name Title Signature
[_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ [_______________] [___________________] ________________________ IN WITNESS WHEREOF, the undersigned has executed this certificate as of this _____ day of [___], 20[__].
THE CITY OF OXNARD,
by its authorized representative
By: _______________________________
Name:
Title:
552
Exhibit C-1
1378234.02D-WASSR02A - MSW
EXHIBIT C
FORM OF PUBLIC BENEFITS REPORT
Pursuant to Section 11(a)(vii)) and Part D of Schedule V (Reporting Requirements) of the WIFIA Loan Agreement (as defined below), the City of Oxnard Finance Authority (the “Borrower”) and the City of Oxnard (the “City”) are providing this Public Benefits Report in connection with the Aquifer Storage Recovery (ASR) Project (WIFIA ID – N20107CA).
Capitalized terms used in this certificate and not defined shall have the respective meanings ascribed to such terms in the WIFIA Loan Agreement dated [on or about the date hereof][___] (the “WIFIA Loan Agreement”), between the Borrower, the City and the United States Environmental Protection Agency, acting by and through the Administrator.
Reporting Period: [Prior to the Effective Date][within ninety (90) days following the Substantial Completion Date][within ninety (90) following the fifth (5 th) anniversary of the Substantial Completion Date]
(i) The number of total jobs and direct jobs projected to be created by the Project during the period between the Effective Date and the Substantial Completion Date:
WIFIA projects that the Project will create [__] total jobs, of which the Borrower projects [__] will be direct jobs.
(ii) Indicate (yes or no) whether the Project will assist the Borrower in complying with applicable regulatory requirements, and if yes, describe how the project assists with regulatory compliance:
Yes ☐
If yes, additional description: [___]
No ☐
(iii) The Project will assist the Borrower with the following environmental measure:
Measure(s): The amount by which the Project will increase the volume of water recycled, recharged, or redirected (measured in MGD capacity at Substantial Completion).
Value: [14.4 MGD (5 wells at 2.88 MGD capacity each)].
553
Exhibit D-1
1378234.02D-WASSR02A - MSW
EXHIBIT D
FORM OF REQUISITION
VIA EMAIL
United States Environmental Protection Agency1
1200 Pennsylvania Avenue NW
WJC-E 7334A
Washington, D.C. 20460
Attention: WIFIA Director
Email: [email protected]
Re: Aquifer Storage Recovery (ASR) Project (WIFIA ID – N20107CA) Ladies and Gentlemen:
Pursuant to Section 4 (Disbursement Conditions) and Schedule IV (Requisition Procedures) of the WIFIA Loan Agreement, dated as of [date] (the “WIFIA Loan Agreement”), by and between THE CITY OF OXNARD FINANCE AUTHORITY (the “Borrower”), THE CITY OF OXNARD (the “City”), and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator (the “WIFIA Lender”), the Borrower and the City hereby request a Disbursement in the amount set forth below in respect of Eligible Project Costs paid or incurred by the Borrower and the City. Capitalized terms used but not defined herein have the meaning set forth in the WIFIA Loan Agreement.
In connection with this Requisition, the undersigned, as the Borrower’s Authorized Representative (except with respect to item 19) and the City’s Authorized Representative (except with respect to item 18), hereby represent and certify the following:
1. Project name Aquifer Storage Recovery (ASR) Project
2. Borrower name The City of Oxnard Finance Authority
3. WIFIA Loan ID N20107CA
4. Borrower UEI Number [___]
5. Borrower FEIN number [___]
6. City UEI Number [___]
7. City FEIN number [___]
8. Requisition number [___]
9. Requested Disbursement amount $[___]
10. Requested date of Disbursement [___]
1 If there is a Servicer for the WIFIA Loan, provide a copy to the Servicer as well and include its notice details here. 554
Exhibit D-2
1378234.02D-WASSR02A - MSW
(the “Disbursement Date”)2
11. Total amounts previously disbursed under the
WIFIA Loan Agreement
$[___]
12. Wire or ACH transfer instructions (please specify
method)
[___]
13. As of the date hereof, and immediately after giving effect to the Disbursement of WIFIA Loan proceeds requested under this Requisition, (a) no Default or Event of Default and no event of default under any other Related Document shall have occurred and be continuing and (b) no event that, with the giving of notice or the passage of time or both, would constitute an event of default under any other Related Document, shall have occurred and be continuing.
14. No Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred since the Effective Date.
15. The aggregate amount of all Disbursements (including the requested Disbursement amount under this Requisition but excluding any interest that is capitalized in accordance with the WIFIA Loan Agreement) does not exceed (a) the maximum principal amount of the WIFIA Loan or (b) the amount of Eligible Project Costs paid or incurred by the Borrower.
16. The Eligible Project Costs for which reimbursement or payment is being requested has not been reimbursed or paid by any previous disbursement of (a) WIFIA Loan proceeds or (b) any other source of funding for the Project as identified in the Project Budget.
17. The City, and each of the City’s contractors and subcontractors at all tiers with respect to the Project, has complied with all applicable laws, rules, regulations and requirements, including 40 U.S.C. §§3141-3144, 3146, and 3147 (relating to Davis-Bacon Act requirements) (and regulations relating thereto) and 33 U.S.C. §3914 (relating to American iron and steel products). Supporting documentation, such as certified payroll records and certifications for all iron and steel products used for the Project, are being maintained and are available for review upon request by the WIFIA Lender.
18. The representations and warranties of the Borrower set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Document are true and correct as of the date hereof and as of the Disbursement Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties are true and correct as of such earlier date).
19. The representations and warranties of the City set forth in the WIFIA Loan Agreement and in each other WIFIA Loan Document are true and correct as of the date hereof and as of the Disbursement Date, except to the extent such representations and warranties 2 Note this should be the actual disbursement date on which the Borrower requests to receive the funds, not the date that this Requisition form is submitted to the WIFIA Lender. 555
Exhibit D-3
1378234.02D-WASSR02A - MSW
expressly relate to an earlier date (in which case, such representations and warranties are true and correct as of such earlier date).
20. The Borrower has delivered all required deliverables under and in compliance with the requirements of Schedule V (Reporting Requirements), except as has been otherwise agreed by the WIFIA Lender.3
21. The amount hereby being requested for Disbursement is with respect to Eligible Project Costs for which [all][a portion][none] of the Eligible Project Costs Documentation was previously submitted to and approved by the WIFIA Lender in accordance with Schedule IV (Requisition Procedures) and Schedule V (Reporting Requirements) of the WIFIA Loan Agreement. The [following table below][attached excel sheet] sets out a summary of any Eligible Project Costs that have not otherwise been previously submitted to the WIFIA Lender for approval, and supporting Eligible Project Costs Documentation in respect of such new Eligible Project Costs is attached hereto. 4
WIFIA USE ONLY
Vendor or
Contractor
Name5
Invoice
Number6
Invoice
Date
Payment
Date
Invoice
Amount
WIFIA
Requested
Amount7
Activity
Type8
Description
of Activity9
Approved
Amount
Notes
The undersigned acknowledges that if the Borrower makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Government in connection with the Project, the Government reserves the right to impose on the Borrower the penalties of 18 U.S.C. § 1001, to the extent the Government deems appropriate.
3 The most recent quarterly progress report should set out a summary of the progress of construction of the Project, as well as a general description of the work done for which the funds being requisitioned are being applied and a summary of any material changes/risks. If not, PM should request additional information (including a risk register, if applicable).
4 See Schedules IV, V and Exhibit E of the WIFIA Loan Agreement for additional details on EPC Documentation. 5 If seeking reimbursement for internal costs, enter “Internally financed activities.” 6 Vendor’s number indicated on the invoice sent to the Borrower. 7 If the amount requested for reimbursement by the WIFIA Lender is less than the total amount of the invoice, include an explanation for the difference.
8 Specify whether activity is: (a) Development phase activity, which includes planning, preliminary engineering, design, environmental review, revenue forecasting and other pre-construction activities; (b) Construction, which includes construction, reconstruction, rehabilitation and replacement activities; (c) Acquisition of real property, which includes acquiring an interest in real property, environmental mitigation, construction contingencies and acquisition of equipment; (d) Carrying costs, including capitalized interest, as necessary to meet market requirements, reasonably required reserve funds, capital issuance expenses and other carrying costs during construction; (e) WIFIA fees, including for application and credit processing; or (f) Other, with an explanation in the ”Description of Activity” column.
9 Provide a brief description of the activities included in the invoice for which WIFIA funds are being requested and any other notes that will aid in the review of the disbursement request. 556
Exhibit D-4
1378234.02D-WASSR02A - MSW
Date: _______________________ THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
By: _______________________________
Name:
Title:___________________________
The undersigned acknowledges that if the City makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Government in connection with the Project, the Government reserves the right to impose on the City the penalties of 18 U.S.C. § 1001, to the extent the Government deems appropriate.
Date: _______________________ THE CITY OF OXNARD,
by its authorized representative
By: _______________________________
Name:
Title:___________________________
557
Exhibit E-1
1378234.02D-WASSR02A - MSW
EXHIBIT E
FORM OF CERTIFICATION OF ELIGIBLE PROJECT COSTS DOCUMENTATION
VIA EMAIL
United States Environmental Protection Agency1
1200 Pennsylvania Avenue NW
WJC-E 7334A
Washington, D.C. 20460
Attention: WIFIA Director
Email: [email protected]
Re: Aquifer Storage Recovery (ASR) Project (WIFIA ID – N20107CA) Ladies and Gentlemen:
Pursuant to Part C of Schedule V (Reporting Requirements) of the WIFIA Loan Agreement, dated as of [date] (the “WIFIA Loan Agreement”), by and between THE CITY OF OXNARD FINANCE AUTHORITY (the “Borrower”), THE CITY OF OXNARD (the “City”), and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator (the “WIFIA Lender”), the Borrower hereby presents this certificate in connection with the Borrower’s delivery of Eligible Project Costs Documentation to the WIFIA Lender. Capitalized terms used but not defined herein have the meaning set forth in the WIFIA Loan Agreement.
The undersigned does hereby represent and certify the following:
1. This certificate is being delivered to the WIFIA Lender in connection with the Eligible Project Costs during the period between [___] and [___] (the “Quarterly Period”).
2. A summary of the Eligible Project Costs incurred, invoiced and/or paid (as the case may be) is set out in the [attached excel sheet][table on the following page:] 1 If there is a Servicer for the WIFIA Loan, provide a copy to the Servicer as well and include its notice details here. 558
Exhibit E-2
1378234.02D-WASSR02A - MSW
3. The anticipated sources of funding for such Eligible Project Costs are [listed below][set forth in the attached excel sheet].
4. Supporting Eligible Project Costs Documentation for the above Eligible Project Costs for the Quarterly Period are also attached hereto.6
5. The most recently delivered Construction Monitoring Report delivered in accordance with Part C of Schedule V (Reporting Requirements) sets out a summary of the progress of construction of the Project, no change has occurred since the date of such Construction Monitoring Report that could reasonably be expected to cause a Material Adverse Effect, and the Borrower is otherwise in compliance with Part C of Schedule V (Reporting Requirements).
Date: _______________________ THE CITY OF OXNARD FINANCE AUTHORITY 7
By: _______________________________
Name:
Title:___________________________
2 If the expectation is to seek reimbursement for internal costs, enter “Internally financed activities.” 3 Vendor’s number indicated on the invoice sent to the Borrower. 4 Specify whether activity is: (a) Development phase activity, which includes planning, preliminary engineering, design, environmental review, revenue forecasting and other pre-construction activities; (b) Construction, which includes construction, reconstruction, rehabilitation and replacement activities; (c) Acquisition of real property, which includes acquiring an interest in real property, environmental mitigation, construction contingencies and acquisition of equipment; (d) Carrying costs, including capitalized interest on other Project Obligations during construction, as necessary to meet market requirements, reasonably required reserve funds, capital issuance expenses and other carrying costs during construction; (e) WIFIA fees, including for application and credit processing; or (f) Other, with an explanation in the ”Description of Activity” column. 5 Provide a brief description of the activities included in the invoice for which WIFIA funds are being requested and any other notes that will aid in the review of the documentation. 6 See Schedules IV and V of the WIFIA Loan Agreement for additional details on EPC Documentation. 7 To be executed by the Borrower’s Authorized Representative.
WIFIA USE ONLY
Vendor or
Contractor
Name2
Invoice
Number3
Invoice
Date
Payment
Date
Invoice
Amount
Activity
Type4
Description
of Activity5
Approved
Amount
Notes
559
Exhibit E-3
1378234.02D-WASSR02A - MSW
560
Exhibit F-1
1378234.02D-WASSR02A - MSW
EXHIBIT F
FORM OF CONSTRUCTION MONITORING REPORT
VIA EMAIL
United States Environmental Protection Agency
1200 Pennsylvania Avenue NW
WJC-E 7334A
Washington, DC 20460
Attn: WIFIA Director
Email: [email protected]
Re: Aquifer Storage Recovery (ASR) Project (WIFIA ID – N20107CA) This Construction Monitoring Report for the period of [insert relevant quarterly period] (the “Quarterly Period”) is provided pursuant to Part D of Schedule V (Reporting Requirements) of the WIFIA Loan Agreement, dated as of [date] (the “WIFIA Loan Agreement”), by and between THE CITY OF OXNARD FINANCE AUTHORITY (the “Borrower”), THE CITY OF OXNARD (the “City”) and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through the Administrator of the Environmental Protection Agency (the “WIFIA Lender”). Unless otherwise defined herein, all capitalized terms in this Construction Monitoring Report have the meanings assigned to those terms in the WIFIA Loan Agreement.
1.Project Status. Provide a narrative summary of the Project’s construction progress during the Quarterly Period, including with respect to the Project components or sub- projects where appropriate. Complete the table in Appendix A to update the Project scope, schedule, and costs with the latest information.
2.Current Projected Substantial Completion
Date:
If the current Projected Substantial Completion Date differs than the date set forth in the Construction Monitoring Report most recently delivered to the WIFIA Lender (or, if no such report has yet been provided, the date of the Projected Substantial Completion Date set forth in the WIFIA Loan Agreement as of the Effective Date), provide a description in reasonable detail for such projected delay or difference:
3.Material Problems (if any)
561
Exhibit F-2
1378234.02D-WASSR02A - MSW
Note any problems encountered or anticipated during the construction of the Project during the Quarterly Period that (1) impedes Project completion within the scope, costs, and schedule outlined in the WIFIA Loan Agreement or (2) relates to unforeseen complications in connection with the construction of the Project. This may include commissioning/start-up issues, constructability issues for the Project as planned, adverse impacts to Project surroundings, changes in or issues with meeting environmental or federal compliance requirements, and unanticipated or abnormal permit approval timelines. Include an assessment of the impact and any current plans to address the problems.
4. Other Matters Related to the Project (if applicable) Date: _______________________ THE CITY OF OXNARD FINANCE
AUTHORITY
By: _______________________________
Name: _____________________________
Title:_______________________________
562
Exhibit F-3
1378234.02D-WASSR02A - MSW
APPENDIX A 1 / 2
Project Scope Project Schedule Project Costs
Project
Component
Completed
(Y/N)
Contract/
Vendor
Bid
Advertisem
ent Date
Contract
Award Date
NTP
Effective
Date
Original
Substantial
Completion
Date
Estimated
Substantial
Completion
Date
Original
Contract
Amount
Estimated
Costs to
Complete
Costs
Earned or
Paid to
Date
Total
Table Definitions:
Project Component – project name or ID as tracked by the borrower Complete (Y/N) – indication that project is complete, and no additional updates will be provided Description (program of projects only) – brief overview of scope of work for the project component.
Location (program of projects only) – physical project boundaries Covered by existing NEPA? (program of projects only) – refer to the environmental review documents that is the basis for the NEPA finding. Is the project within the geographic scope and scope of activities described in the documents? Contract/Vendor – the contract identifier and contractor that is/will be completing the project construction.
Bid Advertisement Date – the date the bid was advertised Contract Award date – the date the contract was awarded NTP Effective date – the effective date to proceed with the construction in the Notice to Proceed Original Substantial Completion Date – the substantial completion date for the given project as noted in the original contract award Estimated Substantial Completion Date – the latest date estimate for substantial completion for the given project component Original Contract Amount – the original contract award amount Estimated Costs to Complete – the latest cost estimates to complete the given project component Costs Earned or Paid to Date – the latest incurred contract costs for the given project component Total – Total the cost amounts across all project components and contracts 1 Appendix A summarizes all project components that will be bid in the next quarter, are currently under construction, or have completed construction. It should be a cumulative list of projects that is updated each quarter.
A Microsoft Excel spreadsheet with similar table format is acceptable. 2 Include the appropriate option and delete the other option prior to circulating a draft to the Borrower.
Project Scope Project Schedule Project Costs
Project
Compone
nt
Complete
(Y/N)
Descripti
on Location
Covered
by
existing
NEPA?
Contract/
Vendor
Bid
Advertise
ment
Date
Contract
Award
Date
NTP
Effective
Date
Original
Substanti
al
Completi
on Date
Estimate
d
Substanti
al
Completi
on Date
Original
Contract
Amount
Estimate
d Costs
to
Complete
Costs
Earned
or Paid
to Date
Total
563
Exhibit G-1
1378234.02D-WASSR02A - MSW
EXHIBIT G
FORM OF CERTIFICATE OF SUBSTANTIAL COMPLETION
[Letterhead of Borrower]
[Date]
VIA EMAIL
United States Environmental Protection Agency
1200 Pennsylvania Avenue NW
WJC-E 7334A
Washington, DC 20460
Attn: WIFIA Director
Email: [email protected]
Project: Aquifer Storage Recovery (ASR) Project (WIFIA ID – N20107CA) Dear Director:
This Notice is provided pursuant to Part E of Schedule V (Reporting Requirements) of that certain WIFIA Loan Agreement (the “WIFIA Loan Agreement”), dated as of [date], by and between THE CITY OF OXNARD FINANCE AUTHORITY (the “Borrower”), THE CITY OF OXNARD (the “City”), and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, acting by and through its Administrator (the “WIFIA Lender”).
Unless otherwise defined herein, all capitalized terms in this certificate have the meanings assigned to those terms in the WIFIA Loan Agreement.
I, the undersigned, in my capacity as the Borrower’s Authorized Representative and not in my individual capacity, do hereby certify to the WIFIA Lender that:
(a) the Project has satisfied each of the requirements for Substantial Completion set forth in the Construction Contracts;
(b) Substantial Completion has been declared under each of the relevant Construction Contracts and copies of the notices of Substantial Completion under such agreements are attached to this certification;
(c) Substantial Completion, as defined in the WIFIA Loan Agreement, has been achieved and the Substantial Completion Date is [___]; and
(d) The total federal assistance provided to the Project, including the maximum principal amount of the WIFIA Loan (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Total Project Costs.
THE CITY OF OXNARD FINANCE
AUTHORITY,
by its authorized representative
564
Exhibit G-2
1378234.02D-WASSR02A - MSW
By: _______________________________
Name:
Title:
565
Exhibit H1-1
1378234.02D-WASSR02A - MSW
EXHIBIT H-1
OPINIONS REQUIRED FROM GENERAL COUNSEL TO THE BORROWER
An opinion of the counsel of the Borrower, dated as of the Effective Date, to the effect that:
(a) the Borrower is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its organization;
(b) the Borrower has all requisite power and authority to conduct its business and to execute and deliver, and to perform its obligations under the WIFIA Loan Documents to which it is a party;
(c) the execution and delivery by the Borrower of, and the performance of its respective obligations under, the WIFIA Loan Documents to which it is a party, have been duly authorized by all necessary organizational or regulatory action, and other than the Borrower’s Organizational Documents, Resolution No. [__] of the Board of Directors of the City of Oxnard Financing Authority adopted on [__________], 2022, and the Indenture Documents, no further instruments or documents are necessary for the Borrower to execute and deliver, and to perform its obligations under, the WIFIA Loan Documents to which it is a party and to consummate and implement the transactions contemplated by the WIFIA Loan Documents; (d) the Borrower has duly executed and delivered each WIFIA Loan Document to which it is a party and each such WIFIA Loan Document constitutes the legal, valid and binding obligation of such party; enforceable against such party in accordance with their respective terms;
(e) no authorization, consent, or other approval of, or registration, declaration or other filing with any governmental authority of the United States of America or of the State is required on the part of the Borrower for the execution and delivery by such party of, and the performance of such party under, any WIFIA Loan Document to which it is a party other than authorizations, consents, approvals, registrations, declarations and filings that have already been timely obtained or made by the Borrower;
(f) the execution and delivery by the Borrower of, and compliance with the provisions of, the WIFIA Loan Documents to which it is a party in each case do not (i) violate the Organizational Documents of the Borrower, (ii) violate the law of the United States of America or of the State or (iii) conflict with or constitute a breach of or default under any material agreement or other instrument known to such counsel to which the Borrower is a party, or to the best of such counsel’s knowledge, after reasonable review, any court order, consent decree, statute, rule, regulation or any other law to which the Borrower is subject; (g) the Borrower is not an investment company required to register under the Investment Company Act of 1940, as amended; and
(h) to the knowledge of such counsel after due inquiry, there are no actions, suits, proceedings or investigations against the Borrower by or before any court, arbitrator or any other 566
Exhibit H1-2
1378234.02D-WASSR02A - MSW
Governmental Authority in connection with the Related Documents or the Water System (including the Project) that are pending.
567
Exhibit H2-1
1378234.02D-WASSR02A - MSW
EXHIBIT H-2
OPINIONS REQUIRED FROM BOND COUNSEL TO THE BORROWER
An opinion of bond counsel, dated as of the Effective Date, to the effect that:
(a) The Borrower has been duly created and validly exists as a joint exercise of powers agency of the State under and pursuant to the laws of the State (including the [Borrower enabling legislation] as amended to the date hereof) (the “Borrower Act”), with good right and power to issue the WIFIA Bond.
(b) The Borrower has the right and power under the laws of the State, including the Borrower Act, to enter into the Indenture Documents, the WIFIA Loan Documents and the WIFIA Bond, and each has been duly authorized, executed and delivered by the Borrower, is in full force and effect, and constitutes a legal, valid and binding agreement of the Borrower enforceable against the Borrower in accordance with its respective terms and conditions. (c) the WIFIA Bond (i) is secured by the Pledged Collateral, (ii) is a Bond (as defined in the Indenture) entitled to the benefits of a Bond -under the Indenture, and (iii) is enforceable under the laws of the State without any further action by the Borrower or any other Person; (d) the Indenture creates the valid and binding assignment and pledge of the Pledged Collateral to secure the payment of the principal of, interest on, and other amounts payable in respect of, the WIFIA Bond, irrespective of whether any party has notice of the pledge and without the need for any physical delivery, recordation, filing or further act; (e) all actions by the Borrower that are required for the application of Revenues as required under the Indenture and under the WIFIA Loan Agreement have been duly and lawfully made;
(f) the Borrower has complied with the requirements of State law to lawfully pledge the Pledged Collateral and use the Revenues as required by the terms of the Indenture and the WIFIA Loan Agreement;
568
Exhibit H3-1
1378234.02D-WASSR02A - MSW
EXHIBIT H-3
OPINIONS REQUIRED FROM GENERAL COUNSEL TO THE CITY
An opinion of the counsel of the City, dated as of the Effective Date, to the effect that:
(a) the City is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its organization;
(b) the City has all requisite power and authority to conduct its business and to execute and deliver, and to perform its obligations under the WIFIA Loan Documents to which it is a party;
(c) the execution and delivery by the City of, and the performance of its respective obligations under, the WIFIA Loan Documents to which it is a party, have been duly authorized by all necessary organizational or regulatory action, and other than the City’s Organizational Documents, Resolution No. [__] of the City Council of the City of Oxnard adopted on [__________], 2022, and the Indenture Documents, no further instruments or documents are necessary for the City to execute and deliver, and to perform its obligations under, the WIFIA Loan Documents to which it is a party and to consummate and implement the transactions contemplated by the WIFIA Loan Documents;
(d) the City has duly executed and delivered each WIFIA Loan Document to which it is a party and each such WIFIA Loan Document constitutes the legal, valid and binding obligation of such party; enforceable against such party in accordance with their respective terms; (e) no authorization, consent, or other approval of, or registration, declaration or other filing with any governmental authority of the United States of America or of the State is required on the part of the City for the execution and delivery by such party of, and the performance of such party under, any WIFIA Loan Document to which it is a party other than authorizations, consents, approvals, registrations, declarations and filings that have already been timely obtained or made by the City;
(f) the execution and delivery by the City of, and compliance with the provisions of, the WIFIA Loan Documents to which it is a party in each case do not (i) violate the Organizational Documents of the City, (ii) violate the law of the United States of America or of the State or (iii) conflict with or constitute a breach of or default under any material agreement or other instrument known to such counsel to which the City is a party, or to the best of such counsel’s knowledge, after reasonable review, any court order, consent decree, statute, rule, regulation or any other law to which the City is subject;
(g) the City is not an investment company required to register under the Investment Company Act of 1940, as amended; and
(h) to the knowledge of such counsel after due inquiry, there are no actions, suits, proceedings or investigations against the City by or before any court, arbitrator or any other Governmental Authority in connection with the Related Documents or the Water System (including the Project) that are pending.
569
Exhibit H4-1
1378234.02D-WASSR02A - MSW
EXHIBIT H-4
OPINIONS REQUIRED FROM BOND COUNSEL TO THE CITY
An opinion of bond counsel, dated as of the Effective Date, to the effect that:
(a) The City has been duly created and validly exists as a municipal corporation under and pursuant to the laws of the State , with good right and power to enter into the WIFIA Loan and the Indenture Documents.
(b) The City has the right and power under the laws of the State to enter into the Indenture Documents and the WIFIA Loan Documents, and each has been duly authorized, executed and delivered by the City, is in full force and effect, and constitutes a legal, valid and binding agreement of the City enforceable against the City in accordance with its respective terms and conditions.
(c) the Installment Purchase Agreement ranks pari passu in right of payment and right of security with all Senior Obligations and are senior in right of payment and right of security to all Subordinated Obligations;
(e) all actions by the City that are required for the application of Net Water System Revenues as required under the Installment Purchase Agreement and under the WIFIA Loan Agreement have been duly and lawfully made;
(f) the City has complied with the requirements of State law to lawfully pledge the Pledged Collateral and use the Net Water System Revenues as required by the terms of the Installment Purchase Agreement and the WIFIA Loan Agreement; 570
Exhibit I-1
1378234.02D-WASSR02A - MSW
EXHIBIT I
FORM OF CERTIFICATE OF TRUSTEE
THE CITY OF OXNARD FINANCE AUTHORITY
With respect to the WIFIA Bond,
Aquifer Storage Recovery Project
(WIFIA ID – N20107CA)
The undersigned, [___] (the “Trustee”), by its duly appointed, qualified and authorized representative below, certifies with respect to the above referenced bond (the “WIFIA Bond”) dated as of [___], 2022, as follows (capitalized terms used in this Certificate which are not otherwise defined shall have the meanings given to such terms in the Indenture (as defined below)):
1. That the Trustee is a national association duly organized and validly existing under the laws of the United States of America.
2. All approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the performance by the Trustee of its duties and obligations under the documents pertaining to the issuance of the WIFIA Bond have been obtained by the Trustee and are in full force and effect.
3. That the documents pertaining to the issuance of the WIFIA Bond to which the Trustee is a party were executed by the Trustee and the WIFIA Bond was authenticated on behalf of the Trustee by one or more of the persons whose names and offices appear on Annex One attached hereto and made part hereof, that each person was at the time of the execution of such documents and the authentication of the WIFIA Bond and now is duly appointed, qualified and acting incumbent of his or her respective office, that each such person was authorized to execute such documents and to authenticate the WIFIA Bond, and that the signature appearing after the name of each such person is a true and correct specimen of that person’s genuine signature.
4. That the undersigned has the power and authority to act as Trustee and accept the trusts conveyed to it under the Indenture (“Trusts”), has accepted the Trusts so conveyed and in so accepting the Trusts and so acting is not in violation of any provision of its articles of association or bylaws, any law, regulation or court or administrative order or any agreement or other instrument to which it is a party or by which it may be bound.
5. That receipt is acknowledged of all instruments, certifications and other documents or confirmations required to be received by the Trustee pursuant to Section [___] of that certain Indenture (the “Indenture”), dated as of [___], 2022, between the City of Oxnard Finance Authority (the “Borrower”), the City of Oxnard (the “City”), and the Trustee.
7. That receipt is also acknowledged of that certain WIFIA Loan Agreement, dated as of [___], 2022 (the “WIFIA Loan Agreement”), between the Borrower, the City, and the United States Environmental Protection Agency, acting by and through the Administrator. 571
Exhibit I-2
1378234.02D-WASSR02A - MSW
8. That the Trustee accepts its appointment and agrees to perform the duties and responsibilities of Trustee for and in respect of the WIFIA Bond as set forth in the Indenture and the WIFIA Loan Agreement, including from time to time redeeming all or a portion of the WIFIA Bond as provided in Section [___] of the Indenture. In accepting such duties and responsibilities, the Trustee shall be entitled to all of the privileges, immunities, rights and protections set forth in Section [___] of the Indenture.
9. That all funds and accounts for the payment of the WIFIA Bond pursuant to the Indenture [(including, but not limited to, the WIFIA Debt Service Account[ and the WIFIA Debt Service Reserve Account])] have been established as provided in the Indenture.
Dated: [___], 20[__]
[TRUSTEE]
By:
Name:
Title:
572
EPA Draft 04/12/2022
THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 1373811.04B-WASSR02A - MSW
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY
[________], 2022
The City of Oxnard
300 West Third Street
Oxnard, CA 93030
City of Oxnard Finance Authority
300 West Third Street
Oxnard, CA 93030
RE: WIFIA Term Sheet for the City of Oxnard
Aquifer Storage Recovery (ASR) Project
WIFIA Project No. 20107CA
Ladies and Gentlemen:
This WIFIA Term Sheet (this “Term Sheet”) constitutes (a) the approval of the United States Environmental Protection Agency, acting by and through the Administrator of the Environmental Protection Agency (hereinafter, the “USEPA”), of the application for credit assistance of the City (as defined below) received September 27, 2021 (the “Application”) and (b) the agreement of USEPA to provide financing for the above-referenced project (as further described below, the “Project”) in the form of a secured loan (the “WIFIA Loan”), pursuant to the Water Infrastructure Finance and Innovation Act (“WIFIA”), § 5021 et seq. of Public Law 113-121 (as amended, and as may be further amended from time to time, the “Act”), codified as 33 U.S.C. §§ 3901-3914, subject in all respects to (i) the terms and conditions contained herein and (ii) the execution and delivery of the WIFIA loan agreement among USEPA, the City and the Authority (as defined below) to be entered into on or after the date hereof (the “WIFIA Loan Agreement”) on the terms and conditions acceptable to the USEPA contained therein. The financing shall be documented under the following four documents: (1) the WIFIA Loan Agreement; (2) a 2022 Installment Purchase Agreement, between the City and the Authority (the “2022 Installment Purchase Agreement”); (3) a 2022 Indenture of Trust (the “2022 Indenture”) between the Authority, the City and Computershare Trust Company, N.A. (the “Trustee”); and (4) a bond to be issued by the Authority pursuant to the 2022 Indenture and the WIFIA Loan Agreement (the “WIFIA Bond” and together with the 2022 Installment Purchase Agreement, the 2022 Indenture, the WIFIA Loan Agreement, and certain other documents referenced in the definition thereof in the WIFIA Loan Agreement, the “WIFIA Loan Documents”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the WIFIA Loan Agreement or the 2022 Indenture.
By executing this Term Sheet, the City confirms its agreement to reimburse USEPA for any and all fees and expenses that USEPA incurs for legal counsel, financial advice, and other consultants in connection with the evaluation of the Project and the negotiation and preparation 573
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THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 2 1373811.04B-WASSR02A - MSW
of the WIFIA Loan Agreement and related documents, whether or not such agreement is ultimately executed.
This Term Sheet shall be governed by the federal laws of the United States of America if and to the extent such federal laws are applicable, and the internal laws of the State of California, if and to the extent such federal laws are not applicable. This Term Sheet, and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Electronic delivery of an executed counterpart of a signature page shall be effective as delivery of an original executed counterpart.
574
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THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 3 1373811.04B-WASSR02A - MSW
INDICATIVE TERMS OF THE WIFIA LOAN
WIFIA LENDER United States Environmental Protection Agency, an agency of the United States of America, acting by and through the Administrator of the Environmental Protection Agency (the “WIFIA Lender”).
BORROWER The City of Oxnard, a municipal corporation duly organized and existing under the laws of the State of California (the “City”) and the City of Oxnard Finance Authority, a joint exercise of powers agency duly organized and existing under the laws of the State of California (the “Authority”).
PROJECT The Aquifer Storage Recovery (ASR) Project consists of the following components: (i) expansion of the City’s Advanced Water Purification Facility capacity, (ii) construction of additional aquifer storage wells, (iii) construction of a distribution pipeline to convey recovered groundwater from the ASR wells to three existing Blending Stations, and (iv) upgrades to two of the city’s Blending Stations including mechanical and electrical upgrades as well as piping modifications and pump replacements (the “Project”).
WIFIA LOAN AMOUNT A maximum principal amount (sum of disbursements and excluding capitalized interest) not to exceed $48,265,202; provided that (a) the maximum principal amount of the WIFIA Loan, together with the amount of any other credit assistance provided under the Act, shall not exceed forty-nine percent (49%) of reasonably anticipated Eligible Project Costs, and (b) the total federal assistance for the Project, including but not limited to the maximum principal amount of the WIFIA Loan and all federal grants, shall not exceed eighty percent (80%) of Total Project Costs.
INTEREST RATE The WIFIA Loan shall bear interest at a fixed rate, calculated by adding one basis point (0.01%) to the rate of securities of a similar maturity (based on the weighted-average life of the WIFIA Loan) as published, on the execution date of the WIFIA Loan
Agreement, in the United States Treasury Bureau of Public Debt’s daily rate table for State and Local Government Series (SLGS) securities. The WIFIA Loan shall also bear default interest at a rate of five hundred (500) basis points above the otherwise applicable interest rate, at such times and upon such terms as provided in the WIFIA Loan Agreement.
PAYMENT DATES Principal and interest on the WIFIA Loan shall be repaid in accordance with the terms set forth in the WIFIA Loan
Agreement, which will reflect annual installments of principal 575
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THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 4 1373811.04B-WASSR02A - MSW
payable on June 1 of each year, beginning on June 1, 2041, and semiannual payments of interest in arrears on June 1 and December 1 of each year, beginning on December 1, 2027.
The debt service payment commencement date of the WIFIA Loan shall in no event be later than five (5) years after the date on which the WIFIA Loan amounts are first disbursed (but in any event no later than five (5) years after the Substantial Completion Date of the Project).
FINAL MATURITY DATE The earliest of (a) July 1, 2062; (b) the date on which the maturity of the WIFIA Loan has been accelerated or subject to mandatory redemption or prepayment (as the case may be); and (c) the Principal Payment Date immediately preceding the date that is thirty-five (35) years following the Substantial Completion Date.
DEDICATED SOURCE OF
REPAYMENT
The dedicated source of repayment for the WIFIA Loan shall be the Net Water System Revenues, payable to the Authority through the Installment Payments received by the Authority pursuant to or with respect to the Installment Purchase Agreement, and all interest or gain derived from the investment of amounts in the funds or accounts established under the Installment Purchase Agreement (the “Authority Revenue”). The Installment
Payments shall be payable to the WIFIA Lender as assignee of the Authority, from¸ and secured by, the Net Water System Revenues of the Water System in accordance with the Installment Purchase Agreement. The provisions below summarize the Installment Purchase Agreement.
“Net Water System Revenues” means (i) for any Borrower
Fiscal Year, the Water System Revenues for such Borrower Fiscal Year less the Maintenance and Operation Costs for such Borrower Fiscal Year, or (ii) in applying the provision of the Installment Purchase Agreement with respect to Additional Obligations only, the Water System Revenues for the selected 12-month period less the Maintenance and Operation Costs for the same 12-month period.
"Water System Revenues" means all income, rents, rates, fees, charges, and other moneys derived from the ownership of or operation of the Water System, including, without limiting the generality of the foregoing:
(a) all in lieu charges and groundwater augmentation charges (including investment earnings thereon) collected by or on behalf of the City,
(b) all income, rents, rates, fees, charges, business interruption 576
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THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 5 1373811.04B-WASSR02A - MSW
insurance proceeds, or other moneys derived by the City from the sale, furnishing, and supplying of the water,
drainage or other services, facilities, and commodities sold, furnished, or supplied through the facilities of or in the conduct or operation of the business of the Water System, and
(c) the earnings on and income derived from the investment of such income, rents, rates, fees, charges, proceeds, or other moneys, including City reserves;
but excluding in all cases:
(i) customers’ deposits or any other deposits or advances subject to refund until such deposits or advances have
become the property of the City,
(ii) proceeds of taxes or benefit assessments restricted by law to be used by the City to pay amounts due on bonds or other obligations hereafter incurred, and
(iii) connection fees and charges.
“Maintenance and Operation Costs” means: (i) costs spent or incurred for maintenance and operation of the Water System calculated in accordance with generally accepted accounting principles applicable to governmental agencies, including, but not limited to, the reasonable expenses of management and repair and other expenses necessary to maintain and preserve the Water System in good repair and working order, and including
administrative costs of the City that are charged directly or apportioned to the Water System, including, but not limited, to salaries and wages of employees, payments to the Public Employees Retirement System, overhead, insurance, taxes (if any), fees of auditors, accountants, attorneys or engineers and insurance premiums, and including all other reasonable and necessary costs of the City or charges (other than debt service payments) required to be paid by it to comply with the terms of the City Bonds, or any Contract, other than Debt Service, or of any resolution or indenture authorizing the issuance of any City Bonds or Contracts, and (ii) all payments under any contract for the purchase of water; but excluding in all cases depreciation, replacement, and obsolescence charges or reserves therefor and amortization of intangibles or other bookkeeping entries of a similar nature.
"Water System" means the whole and each and every part of the waterworks system serving the City, whether owned or operated by the City or another party, including the portion thereof existing 577
EPA Draft 04/12/2022
THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 6 1373811.04B-WASSR02A - MSW
on the effective date of the WIFIA Loan Agreement, and
including all additions, betterments, extensions, and improvements to such water system or any part thereof acquired or constructed after the effective date of the WIFIA Loan Agreement.
“City Bonds” means all revenue bonds or notes of the City authorized, executed, issued, and delivered under and pursuant to the laws of the State of California, the payments of which are made from the Net Water System Revenues and which are on a parity with the Installment Payments. The term “City Bonds” includes, but is not limited to, obligations in the form of bonds, notes, bond anticipation notes, and commercial paper.
“Contracts” means the 2022 Installment Purchase Agreement and all contracts or leases of the City authorized and executed by the City under and pursuant to the laws of the State of California, installment or lease payments under which are payable from the Net Water System Revenues on a parity with the 2022 Installment Purchase Agreement.
INSTALLMENT
PAYMENTS; SECURITY
AND LIEN PRIORITY
Installment Payments
Under the WIFIA Loan Documents, the City will acquire the Project from the Authority, in exchange for installment payments paid by the City to the Authority (“Series 2022 Installment Payments”), which will be equal in time and amount to the debt service on the WIFIA Loan (and, without duplication, the WIFIA Bond).
Each Series 2022 Installment Payment includes an Interest Component and, on each Principal Payment Date, a Principal Component, which mimics a debt service structure under a traditional loan agreement.
Security and Lien Priority
Payment of the Series 2022 Installment Payments by the City to the Authority shall be secured by a first priority lien on the Net Water System Revenues. All Water System Revenues received by the City shall be deposited in a separately maintained fund established and held by the City with respect to the Water System Revenues (the “Revenue Fund”) from which the City will pay all Maintenance and Operation Costs as they become due and
payable, and the remaining money on deposit, which shall constitute the Net Water System Revenues, will be used to make deposits with the Trustee in such amounts as required to pay the Series 2022 Installment Payments and debt service in accordance with the provisions of any Bond or Contract, which are pari passu 578
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THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 7 1373811.04B-WASSR02A - MSW
with the Series 2022 Installment Payments.
Payment of the WIFIA Bond (and the WIFIA Loan) by the
Authority shall be secured by a first priority lien on, and security interest in, (i) all amounts held in the fund to be established and held by the Trustee under the 2022 Indenture (the “Bond Payment Fund”) (including the funds and accounts therein), (ii) all amounts held in the reserve fund to be established and held by the Trustee under the 2022 Indenture (the “Reserve Fund”) (including the funds and accounts therein), (iii) the Authority Revenues received by the Authority or the Trustee under the 2022 Installment Purchase Agreement and (iv) all money on deposit from time to time in the accounts and funds established under the 2022 Indenture.
Additionally, pursuant to the 2022 Indenture, the Authority will assign to the Trustee, on behalf of the WIFIA Lender (as holder of the WIFIA Bond) and the other holders of bonds issued pursuant to the 2022 Indenture, as additional security for the Authority’s obligations thereunder, all of the Authority’s rights, title and interest to and in (A) (i) the Series 2022 Installment Payments, prepayments, insurance proceeds, condemnation proceeds and all other amounts received pursuant to the 2022 Installment Purchase Agreement (excluding any Additional Payments), (ii) all money and amounts held in the funds established under the 2022 Indenture, and (iii) investment income with respect to any moneys held by the Trustee under the 2022 Indenture, and (B) all of the right, title and interest (but none of the obligations) of the Authority in the 2022 Installment Purchase Agreement (other than the rights of the Authority under Sections 8.03 and 11.14 thereof and the Authority’s rights to give consents and approvals thereunder, including, without limitation, to amendments thereof).
FLOW OF FUNDS As set forth in further detail in the WIFIA Loan Agreement, the 2022 Installment Purchase Agreement and the 2022 Indenture, the City shall deposit all Water System Revenues, when and as received, in the Revenue Fund. The Water System Revenues in the Revenue Fund shall be applied:
(i)first, to pay all Maintenance and Operations Costs (including amounts reasonably required to be set aside in contingency reserves for Maintenance and Operation costs, the payment of which is not then immediately required) as they become due and payable;
(ii)second, on or before each date on which a Series 2022 Installment Payment is due, to fund the Bond Payment Fund 579
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THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 8 1373811.04B-WASSR02A - MSW
in an amount equal to the Series 2022 Installment Payment due and payable on such date (such amount shall be reduced to the extent amounts on deposit therein are available for application to the Series 2022 Installment Payment due and payable on such date) (the City shall also, from the moneys in the Revenue Fund, transfer to the trustee for deposit in the respective payment fund, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, to pay any other debt service in accordance with the provision of any Bond or Contract); and
(iii)third, on or before each date on which a Series 2022 Installment Payment is due, to fund, without preference or priority, and in the event of any insufficiency of such money ratably without any discrimination or preference, the Reserve Fund and such other reserve funds and/or accounts, if any, as may have been established in connection with Bonds or
Contracts, other than the 2022 Installment Purchase
Agreement, that sum, if any, necessary to restore the Reserve Fund to an amount equal to the Reserve Requirement and/or such reserve funds or accounts to an amount equal to the amount required to be maintained therein.
RATE COVENANT As set forth in further detail in the WIFIA Loan Agreement, the City shall, subject to the remainder of this paragraph, fix, charge and collect rates, fees and charges for the Water System during each Borrower Fiscal Year, which will be at least sufficient to yield, during each Borrower Fiscal Year, Net Water System Revenues equal to the sum of at least:
(i) one hundred ten percent (110%) of the Debt Service payable during such Borrower Fiscal Year with respect to all
outstanding Obligations, and the amounts, if any, then due and owing to the Insurer under the Reserve Policy, if
applicable; and
(ii) the amount by which the amount on deposit in the Water System Revenue Fund on the last day of the immediately
preceding Borrower Fiscal Year was less than twenty five percent (25%) of Maximum Annual Debt Service as of such day.
ADDITIONAL
INDEBTEDNESS
The City
As set forth in further detail in the WIFIA Loan Agreement, the City shall not execute any Contract or issue any City Bonds, as the case may be, unless the conditions described below and in Section 580
EPA Draft 04/12/2022
THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 9 1373811.04B-WASSR02A - MSW
19(a) and Schedule I, Part D of the WIFIA Loan Agreement are satisfied:
(a) the City shall not issue or incur any Additional Obligations during the term of the WIFIA Loan Agreement having any
priority in payment of principal or interest out of the Water System Revenues or the Net Water System Revenues
senior to the 2022 Installment Payments; and
(b) the City may not issue or incur any Additional Obligations during the term of the WIFIA Loan Agreement unless all
of the following conditions are satisfied:
(i) No Event of Default has occurred and is continuing. (ii) The City obtains or provides a certificate or certificates prepared by an Independent Financial Consultant
showing that:
a. the Net Water System Revenues as shown by the
books of the City for the twelve (12) calendar
months ending 90 days prior to the end of the
month in which such Additional Obligations are
incurred (the “Look Back Period”), will have
amounted to at least the sum of (x) one hundred ten
percent (110%) of Debt Service for such Look
Back Period, plus (y) the amount by which the
amount on deposit in the Revenue Fund on the first
day of such Look Back Period was less than
twenty-five percent (25%) of Maximum Annual
Debt Service on all Outstanding City Bonds and
Contracts calculated on the first day of such Look
Back Period; for purposes of preparing the
certificate or certificates described above, the
Consultant or Consultants may rely upon financial
statements prepared by the City for all or any part
of the Look Back Period, which have not been
subject to audit by an Independent Certified Public
Accountant if audited financial statements for the
Borrower Fiscal Year or period are not available;
b. the estimated Net Water System Revenues for the
twelve (12) calendar months following the date of
incurring such Additional Obligations will be at
least equal to one hundred ten percent (110%) of
Maximum Annual Debt Service on all City Bonds
581
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and Contracts to be outstanding immediately after
the incurring of such Additional Obligations; and
c. the amount on deposit in the Water Revenue Fund
on the date of incurring such Additional
Obligations is at least equal to twenty-five percent
(25%) of Maximum Annual Debt Service on all
Outstanding City Bonds and Contracts as of the
date of incurring of such Additional Obligations.
If the Additional Obligations are being issued solely to refund outstanding Obligations, and the resulting
Maximum Annual Debt Service on all Outstanding City
Bonds and Contracts after incurring such Additional
Obligations will not exceed the Maximum Annual Debt
Service on all Obligations outstanding prior to incurring such Additional Obligations, the City need not comply
with the provisions of paragraph (ii) above.
(c) The City shall not issue or incur any Obligations for the Project that are secured by a Lien on any assets or property of the City other than the Net Water System Revenues.
The Authority
The Authority shall not without the prior written consent of the WIFIA Lender issue or incur obligations of any kind payable from, secured or supported by any of the Series 2022 Installment Payments and amounts to be held in any fund or account
established under the 2022 Indenture or the right, title and interest of the Authority in the 2022 Installment Purchase Agreement, to be assigned by the Authority to the Trustee under the 2022 Indenture.
OTHER Project Substantial Completion Date: July 1, 2027.
Capitalized Interest Period: Subject to the terms and conditions of the WIFIA Loan Agreement, no principal or interest shall be paid during the capitalized interest period and interest payments will be capitalized through December 1, 2027.
RESTRICTED PAYMENTS
AND TRANSFERS
The City shall not permit Water System Revenues or other assets of the Water System, or any funds in any accounts held under the 2022 Installment Purchase Agreement or any ancillary agreement related thereto, or in any other fund or account held by or on behalf of the City for the benefit of the Water System, to be paid or transferred or otherwise applied for purposes other than 582
EPA Draft 04/12/2022
THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. 11 1373811.04B-WASSR02A - MSW
ownership, construction and improvement, operation or
maintenance of the Water System or as otherwise permitted in the WIFIA Loan Agreement; provided that the City may transfer excess Water System Revenues from the Revenue Fund to the general fund of the City for the sole purpose of reimbursing to the City’s general fund amounts previously expended out of the City’s general fund to pay for costs directly related to the ownership, construction and improvement, operation or maintenance of the Water System.
WIFIA LOAN
DOCUMENTATION
The WIFIA Loan shall be subject to the preparation, execution and delivery of the WIFIA Loan Documents and any other loan documentation required by the WIFIA Lender in connection therewith, in each case acceptable to the WIFIA Lender, the Authority and the City, which will contain certain conditions precedent, representations and warranties, affirmative and negative covenants, events of default, and other provisions as agreed between the WIFIA Lender, the Authority and the City. [Signature pages follow]
583
THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. [Signature Page to the City of Oxnard and the City of Oxnard Finance Authority - Aquifer Storage Recovery (ASR) Project – WIFIA Term Sheet]
1373811.04B-WASSR02A - MSW
If the foregoing terms are acceptable, please countersign this letter in the space indicated below.
Sincerely,
UNITED STATES ENVIRONMENTAL
PROTECTION AGENCY , acting by and
through the Administrator of the United States
Environmental Protection Agency
By: ______________________________
Name: Michael S. Regan
Title: Administrator
584
THIS DRAFT DOCUMENT IS NOT A CONTRACT OR AN OFFER TO ENTER INTO A CONTRACT. IT HAS NOT BEEN APPROVED BY THE ENVIRONMENTAL PROTECTION AGENCY (“USEPA”) AND DOES NOT INDICATE A COMMITMENT BY USEPA TO PARTICIPATE IN ANY TRANSACTION OR TO BE BOUND IN ACCORDANCE WITH ANY TERM OR CONDITION SET FORTH HEREIN. ONLY A DOCUMENT AS EXECUTED BY THE PARTIES WILL CONTAIN THE TERMS THAT BIND THEM. [Signature Page to the City of Oxnard and the City of Oxnard Finance Authority - Aquifer Storage Recovery (ASR) Project – WIFIA Term Sheet]
1373811.04B-WASSR02A - MSW
ACKNOWLEDGED AND AGREED:
THE CITY OF OXNARD,
by its authorized representative
By: _______________________________
Name:
Title:
CITY OF OXNARD FINANCE AUTHORITY,
by its authorized representative
By: ________________________________
Name:
Title:
585
Period
Ending Principal Coupon Gross Interest
Pre Completion
Interest (Increases
Loan Amount)
Net Debt
Service
Annual
Servicing Fees
DS + Servicing
Fees
Total Fiscal
Year DS +
Servicing
6/1/2022 ‐ 0.000% ‐ ‐ ‐ ‐
6/1/2023 ‐ 166,874 (166,874) ‐ 21,300 21,300 21,300 6/1/2024 ‐ 0.000% 226,249 (226,249) ‐ 10,650 10,650 10,650 6/1/2025 ‐ 352,244 (352,244) ‐ 10,650 10,650 10,650 6/1/2026 ‐ 880,646 (880,646) ‐ 10,650 10,650 10,650 6/1/2027 ‐ 1,405,630 (1,405,630) ‐ 10,650 10,650 10,650 6/1/2028 ‐ 3.000% 1,546,119 ‐ 1,546,119 8,000 1,554,119 1,554,119 6/1/2029 ‐ 3.000% 1,546,119 ‐ 1,546,119 8,240 1,554,359 1,554,359 6/1/2030 ‐ 3.000% 1,546,119 ‐ 1,546,119 8,487 1,554,607 1,554,607 6/1/2031 ‐ 3.000% 1,546,119 ‐ 1,546,119 8,742 1,554,861 1,554,861 6/1/2032 ‐ 3.000% 1,546,119 ‐ 1,546,119 9,004 1,555,124 1,555,124 6/1/2033 ‐
3.000% 1,546,119 ‐ 1,546,119 9,274 1,555,394 1,555,394 6/1/2034 ‐ 3.000% 1,546,119 ‐ 1,546,119 9,552 1,555,672 1,555,672 6/1/2035 ‐ 3.000% 1,546,119 ‐ 1,546,119 9,839 1,555,958 1,555,958 6/1/2036 ‐ 3.000% 1,546,119 ‐ 1,546,119 10,134 1,556,254 1,556,254 6/1/2037 ‐ 3.000% 1,546,119 ‐ 1,546,119 10,438 1,556,558 1,556,558 6/1/2038 ‐ 3.000% 1,546,119 ‐ 1,546,119 10,751 1,556,871 1,556,871 6/1/2039 ‐ 3.000% 1,546,119 ‐ 1,546,119 11,074 1,557,193 1,557,193 6/1/2040 ‐ 3.000% 1,546,119 ‐ 1,546,119 11,406 1,557,526 1,557,526 6/1/2041 1,797,198 3.000% 1,546,119 ‐ 3,343,317 11,748 3,355,066 3,355,066 6/1/2042 1,851,114 3.000% 1,492,204 ‐ 3,343,317 12,101 3,355,418 3,355,418 6/1/2043 1,906,647 3.000% 1,436,670 ‐ 3,343,317 12,464 3,355,781 3,355,781 6/1/2044 1,963,847 3.000% 1,379,471 ‐ 3,343,317 12,838 3,356,155 3,356,155 6/1/2045 2,022,762 3.000% 1,320,555 ‐ 3,343,317 13,223 3,356,540 3,356,540 6/1/2046 2,083,445 3.000% 1,259,872 ‐ 3,343,317 13,619 3,356,937 3,356,937 6/1/2047 2,145,948 3.000% 1,197,369 ‐ 3,343,317 14,028 3,357,345 3,357,345 6/1/2048 2,210,327 3.000% 1,132,991 ‐ 3,343,317 14,449 3,357,766 3,357,766 6/1/2049 2,276,636 3.000% 1,066,681 ‐ 3,343,317 14,882 3,358,200 3,358,200 6/1/2050 2,344,935 3.000% 998,382 ‐ 3,343,317 15,329 3,358,646 3,358,646 6/1/2051 2,415,283 3.000% 928,034 ‐ 3,343,317 15,789 3,359,106 3,359,106 6/1/2052 2,487,742 3.000% 855,575 ‐ 3,343,317 16,262 3,359,580 3,359,580 6/1/2053 2,562,374 3.000% 780,943 ‐ 3,343,317 16,750 3,360,067 3,360,067 6/1/2054 2,639,246 3.000% 704,072 ‐ 3,343,317 17,253 3,360,570 3,360,570 6/1/2055 2,718,423 3.000% 624,894 ‐ 3,343,317 17,770 3,361,088 3,361,088 6/1/2056 2,799,976 3.000% 543,342 ‐ 3,343,317 18,303 3,361,621 3,361,621 6/1/2057 2,883,975 3.000% 459,342 ‐ 3,343,317 18,853 3,362,170 3,362,170 6/1/2058 2,970,494 3.000%
372,823 ‐ 3,343,317 19,418 3,362,735 3,362,735 6/1/2059 3,059,609 3.000% 283,708 ‐ 3,343,317 20,001 3,363,318 3,363,318 6/1/2060 3,151,397 3.000% 191,920 ‐ 3,343,317 20,601 3,363,918 3,363,918 6/1/2061 3,245,939 3.000% 97,378 ‐ 3,343,317 21,219 3,364,536 3,364,536 6/1/2062 ‐ ‐ ‐ ‐ ‐
51,537,316* 41,803,542 (3,031,643) 90,309,215 525,741 90,834,956 90,834,956 City of Oxnard Financing Authority
Estimated/Projected 2022 WIFIA Loan Amortization
Aquifer Storage Recovery (ASR) Project Funding (49% of Project Cost Total) 3/23/2022 30‐Year Treasury Rate + 0.4% Buffer
*Total higher than original expected loan amount ($48.5M) due to $3M of pre-completion interest, which is capitalized into the loan after closing and between 12/1/2022 and 6/1/2027 to increase the outstanding principal. 586
City of Oxnard
WIFIA Financing for
Water Infrastructure Improvements
PRESENTATION TO CITY COUNCIL
MAY 3, 2022
587
Recommendation
That the City Council adopt a resolution approving an Installment Purchase Agreement, Indenture of Trust, a WIFIA Loan Agreement, and a WIFIA Loan Term Sheet with respect to the issuance by the City of Oxnard Financing Authority of bonds in an aggregate principal amount not to exceed $55,000,000 and other matters pertaining thereto. That the Board of Directors of the City of Oxnard Financing Authority adopt a resolution approving an Installment Purchase Agreement, Indenture of Trust, a WIFIA Loan Agreement, and a WIFIA Loan Term Sheet with respect to the issuance by the City of Oxnard Financing Authority of bonds in an aggregate principal amount not to exceed $55,000,000 and other matters pertaining thereto.
2 588
Background
3 Water Infrastructure Finance and Innovation Act (“WIFIA”) program was authorized in 2014 to help local agencies finance needed water infrastructure projects
City submitted a letter of interest in October 2020, was formally invited to apply
City submitted formal application in September 2021
From October 2021 to March 2022, City staff have been in frequent communication with EPA staff regarding the project engineering, City’s ability to repay, and the structure of the financing
589
Needed Water Infrastructure
Aquifer Storage and Recovery (“ASR”) Project
Increase Capacity of Advanced Water Purification Facility (“AWPF”) from
6.25 to 12.5 million gallons per day
Mechanical and electrical upgrades to blending stations 1, 3, and 6 $85 million in total capital costs, including design, planning, construction and contingency
4 590
WIFIA Financing Benefits to the City
Extended maturity Terms
• 40-year final maturity for City’s loan
Low, fixed interest rate based on US Treasuries
• Estimated 3.0% rate for 40-year debt
Flexible Structuring
• No principal repayment until 2041, “wrapped around”
outstanding Water Fund debt
Beneficial prepayment terms
• City can prepay the loan in full on any date; prepay a portion of the loan on any interest payment date
5 Compared to a traditional
publicly-sold bond, the
City could save an
estimated $30 million in
interest costs over the 40
-year life of the financing
591
Notable WIFIA Financing Requirements
51% of eligible costs must come from City match
q City expects to issue Bonds in 2023-24 to finance the 51% share Requires City to maintain net revenues at 110% of debt service due in each year
q Existing Water Debt has100% requirement
q City’s 2020-21 net revenues were 167% of debt service q Future Water Bonds will need this same 110% covenant in order to be considered parity debt
In other respects, the WIFIA financing will be structured very similarly to other City Water Fund Debt
6 592
Estimated Water Fund Debt Service
2021-22
2022-23
2023-24
2024-25
2025-26
2026-27
2027-28
2028-29
2029-30
2030-31
2031-32
2032-33
2033-34
2034-35
2035-36
2036-37
2037-38
2038-39
2039-40
2040-41
2041-42
2042-43
2043-44
2044-45
2045-46
2046-47
2047-48
2048-49
2049-50
2050-51
2051-52
2052-53
2053-54
2054-55
2055-56
2056-57
2057-58
2058-59
2059-60
2060-61
2061-62
-
2,000,000
4,000,000
6,000,000
8,000,000
10,000,000
12,000,000
14,000,000
16,000,000
Estimated 2022 WIFIA Loan
All Current outstanding Debt
7 593
Tentative Schedule
September
2021:
Application
Submitted to
EPA
Fall/Winter 2021:
EPA Performs
Due Diligence;
WIFIA Financing
Structuring
March 2022:
Credit Rating
Process
April 12:
Finance &
Governance
Considers the
WIFIA
Financing
May 3: City
Council
Considers the
WIFIA
Financing
Mid-May:
WIFIA
Financing
closes
8 594
Recommendation
That the City Council adopt a resolution approving an Installment Purchase Agreement, Indenture of Trust, a WIFIA Loan Agreement, and a WIFIA Loan Term Sheet with respect to the issuance by the City of Oxnard Financing Authority of bonds in an aggregate principal amount not to exceed $55,000,000 and other matters pertaining thereto. That the Board of Directors of the City of Oxnard Financing Authority adopt a resolution approving an Installment Purchase Agreement, Indenture of Trust, a WIFIA Loan Agreement, and a WIFIA Loan Term Sheet with respect to the issuance by the City of Oxnard Financing Authority of bonds in an aggregate principal amount not to exceed $55,000,000 and other matters pertaining thereto.
9 595
Questions?
10 596
CITY COUNCIL AGENDA REPORT
REPORTS
AGENDA ITEM NO. L.3
DATE: May 3, 2022
TO: City Council
FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]
SUBJECT: Fifth Amendment to Agreement A- 8094 with WKE, Inc. for Rice Avenue at Fifth Street/State Route 34 Grade Separation. (0/5/5)
RECOMMENDATION
That the City Council approve and authorize the Mayor to execute a Fifth Amendment with WKE, Inc. Agreement A- 8094 in the amount of $495,559.48, for a new not to exceed contract value of $9,500,957.18 to complete the Plans, Specifications and Estimates for the Rice Avenue at Fifth Street/State Route 34 Grade Separation, Project 133101. (This item did not originate in Committee as this is a capital improvement project specifically listed in the Capital Improvement Program budget, which was previously approved by the City Council.) Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/tE_3cdm_nvs
BACKGROUND
The Rice Avenue at Fifth Street Grade Separation (Project) will construct a new six-lane bridge on Rice Avenue in order to grade separate the Fifth Street/State Route 34 intersection and railroad crossing. The new facility will be aligned approximately 250-feet east of the existing Rice Avenue between Sturgis Road and Wooley Road. The project will also include a connector road, two new traffic signals, traffic signal improvements at Sturgis Road, Class II on-street bicycle lanes, sidewalks, and American with Disability Act (ADA) improvements. The California Public Utilities Commission prioritizes this project on the Grade Separation Priority List as it will enhance safety by eliminating conflicts among vehicles, pedestrians, bicyclists and trains at the Union Pacific Railroad crossing, as well as relieve congestion, reduce emissions and facilitate commerce by improving access to the Port of Hueneme.
CIP Reference:
Project No. (133101) - Rice Avenue & Fifth Street Railroad Grade Separation - CIP 2021-2026 - Adopted May 18, 2021 – Page 118.
DISCUSSION
WKE, Inc. Amendment No. 5
City Council approved Agreement A-8094 and four Amendments with WKE, Inc. to provide Plans, Specifications and Estimates (PS&E) for the project.
Approved Agreement – July 24, 2018 – $5,362,125.51
Approved First Amendment – June 4, 2019 – $490,074.77
Approved Second Amendment – April 21, 2020 – $3,056,880.66 597
Approved Third Amendment – July 5, 2021 –- $96,316.76
Approved Fourth Amendment – November 15, 2021 – time extension only Proposed Fifth Amendment – proposed May 3, 2022 – $495,559.48 Total proposed contract: $9,500,957.18
A detailed scope of work for the Fifth Amendment is described in Exhibit A-4 of the amendment agreement. Below is a brief description of the additional work.
PS&E Phase
PS&E is substantially complete. The 100% draft documents were submitted to the Project Development Team (PDT) in November 2021. The PDT includes County of Ventura, the Federal Railroad Administration, and multiple functional units of Caltrans (Structures, Traffic, Construction, Maintenance, etc.). Since that time additional work, which goes beyond the original scope of the agreement has been identified. This work includes engineering for oil well abandonment, dewatering, pile driving, and assistance developing the City’s construction bid package.
WKE, Inc. will prepare detailed drawings and specifications for two oil well abandonments that will be included in the construction contract. This includes securing the well abandonment permits from the Geologic Energy Management Division (CalGEM), and coordination with CalGEM, current well owner Shell Oil SWEPI LP, Caltrans, City and County to process the necessary permits and approvals to perform work on the oil wells.
WKE, Inc. will also perform a calculation of the volume of groundwater expected to be encountered during construction to determine if it can be discharged directly into the existing sewer system without prior treatment. The projected volume of groundwater is required for the City’s Wastewater Division to make this determination. This work was not included in the original contract, however it has the potential for cost savings during construction as it would eliminate the need for a National Pollutant Discharge Elimination System (NPDES) permit and the related costs to treat groundwater to the NPDES water quality standards prior to discharging into the existing drainage facilities. The analysis will be completed by reviewing geotechnical and geologic data, evaluating a preliminary rate of groundwater discharge, and present findings and recommendations in a memorandum signed by a registered Geotechnical Engineer in the State of California, and coordinate with Chief, Office of Geotechnical Design South for all necessary reviews and approvals.
In response to a Caltrans inquiry, WKE, Inc. will perform a pile drivability study regarding the method proposed in the design plans. This study was not part of the original contract, but is necessary to document the proposed engineering and enable Caltrans Structures Staff to evaluate the plans. This is necessary since Caltrans will be the owner of the bridge structure. The analysis will incorporate data provided from Caltrans for the hammer/driving system used to drive piles for the Rice Avenue-Highway 101 Overcrossing, and/or will incorporate a presumptive hammer/driving system selected by the geotechnical consultant.
This amendment will also include WKE, Inc.’s assistance to staff who will prepare the City’s bid package. Assistance goes beyond the scope of preparing the project's special provisions to include general provisions for UPRR coordination, general permit provisions, and federal and state grant funding provisions. This work was not included in the original agreement and will be performed as-need on a time and material basis.
Right of Way and Utilities Phase
The right of way acquisition, led by Caltrans, is underway. This project will acquire 17 parcels (in both fee and temporary construction easements) from 10 separate property owners. To date, one owner is estimated to close escrow in April, six are in the negotiation phase, and three property owners are scheduled to receive offers by summer 2022.
Caltrans, who is contracted to perform acquisition, requested assistance from WKE, Inc. While this work was intended to be completed by Caltrans, due to their staffing shortages, Caltrans requested WKE, Inc. complete several tasks including:
Survey for temporary construction easements not originally anticipated, revisions to appraisal maps to include a detention basin not originally anticipated, additional exhibits and documents for fee title to UPRR, assistance during negotiations for the UPRR construction agreement, preparation of exhibits and documentation for Resolution of Necessity requests to the California Transportation Commission (CTC), and engineering drawings for acquisition estimates and compensation 598
offers to property owners. Payment for this work will be diverted from what would have been paid to Caltrans Staff.
In addition, WKE, Inc. will collect right of way data to depict the condition of a generator facility recently installed by UWCD. This work was also not expected or included in the original contract.
Project Schedule
The proposed milestone schedule to begin construction is dependent upon any properties that may fall under condemnation. Condemnation requires a CTC vote for a Resolution of Necessity (for each parcel), and subsequent court proceedings.
1. August 2022 - CTC Vote for Resolution of Necessity (if negotiations fail)
2. October 2022 - Caltrans signature on the 100% Plans, Specifications, and Estimates.
3. March 2023 - Right of way certification by Caltrans. Certification must include proof of all property acquisitions, including court determinations for condemned parcels, and Utility Agreements.
4. June 2023 - Upon completion of 1-2, the City can request allocation of the construction funding from the CTC.
5. July 2023 - Upon completion of 1-3, the City can bid the project.
6. December 2023 - Construction contract award.
STRATEGIC PRIORITIES
This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.
FINANCIAL IMPACT
The total cost for this Amendment to Agreement A-8094 with WKE, Inc. is an additional $495,559.48 for a total agreement value of $9,500,957.18. There is sufficient budget appropriation, which is fully funded by the Trade Corridor Enhancement Program grant (State Grant Fund 189), in Project 133101, in the approved Fiscal Year 2021-22 budget.
COMMITTEE OUTCOME
(This item did not originate in Committee as this is a capital improvement project specifically listed in the Capital Improvement Program budget, which was previously approved by the City Council.)
Prepared by: Tatiana Arnaout, City Engineer
ATTACHMENTS
1. A-8094 5th Amendment
2. A-8094
3. Presentation
599
FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (V-01-17-19)) Agreement No. A-8094
FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
This Fifth Amendment (“Fifth Amendment”) to the P rofessional Services Agreement (“Agreement”) is made and entered into in the County of Ventura, State of California, this 3 rd
day of May, 2022 by and between the City of Oxnard, a municipal corporation (“City”), and WKE, Inc. (“Consultant”). This Fifth Amendment amends the Agreement entered into on July 24, 2018, by City and Consultant. The Agreement previously has been amended on June 4, 2019 by a First Amendment, on April 21, 2020 by a Second Amendment, on July 6, 2021 by a Third Amendment, and on November 16, 2021, by a Fourth Amendment.
City and Consultant agree as follows:
1. In Section 1 of the Agreement, Exhibits A, A-1, A-2, and A-3 are supplemented by Exhibit A-4, which is attached hereto and incorporated herein by reference.
2. In Section 8 of the Agreement, Exhibit B-1 is deleted and hereby replaced by Exhibit B-2.
3. In Section 14(a) of the Agreement, the figure “9,005,397.70,” is deleted and hereby replaced by the figure, “9,500,957.18.”
4. In Section 14(a) of the Agreement, Exhibits C, C-1, C-2, and C-3 are supplemented by Exhibit C-4, which is attached hereto and incorporated herein by reference.
5. The following Section 38 Iran Contracting Act Certification shall be added to the Agreement.
“In accordance with Public Contract Code Section 2 200 et seq., the City requires that any person that submits a bid or proposal or otherwise proposes to enter into or renew a contract with the City with respect to goods or services of one million dollars ($1,000,000) or more, must certify at the time an Agreement is signed or renewed, that the person is not identified on a list created pursuant to subdivision (b) of Public Contract Code Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Public Contract Code Section 2202.05 as applicable. The form of such Iran Contracting Certificate is included with this Agreement and must be signed and dated under penalty of perjury.”
6. The following is attached hereto and incorporated herein by this reference into the Agreement: Iran Contracting Act Certification.
7. As so amended, the Agreement remains in full force and effect.
[Signatures on next page]
600
Agreement No. A-8094
FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (V-01-17-19))
IN WITNESS WHEREOF, the parties hereto have executed the Amendment on the date first written above.
CITY OF OXNARD WKE, Inc.
☒ John C. Zaragoza, Mayor 1 Date Wei Koo, President Date ☐ Alexander Nguyen, City Manager
☐ Daniel Willhite, Purchasing Manager
_____________ ______
Carlos Cadena, Senior Vice President Date
ATTEST:
Rose Chaparro, City Clerk Date
(only if Mayor signs)
APPROVED AS TO FORM:
Stephen M. Fischer, City Date
Attorney (always required)
1 601
Scope of Services
TASK 1 – RIGHT-OF-WAY ENGINEERING SERVICES
Consultant will provide coordination and additional documentation and engineering drawings requested by Caltrans to facilitate the right-of-way acquisition estimates and compensation offers to property owners required to construct the project.
Subtask 1.1.1 Westridge Venture TCE Surveys
An appraisal map and legal description are required to connect the new sidewalk from the westerly side of Rice Avenue to the parking lot in the private property.
Subtask 1.1.2 UPRR Plats, Legal Descriptions, and Appraisal Maps An appraisal map and legal description is required by the Caltrans Railroad Coordinator to perform street vacation. The additional exhibits and documents are required for the city to convey fee title to UPRR for the center 50' of Rice Avenue during the C&M negotiati ons and for Caltrans to execute the Construction Agreement with UPRR.
Subtask 1.1.3 Appraisal Maps and Legal Descriptions for Pegh TCE An appraisal map and legal description are required to allow the cont ractor to backfill a detention basin along the southern limits of the propert y. Elimination of the depression will allow for the integrity of the property to be maintained and compensation for damages to be minimized.
Subtask 1.1.4 UWCD New Generator Survey
Consultant will provide Topographic Survey and plot Record Boundaries of a new generator facility recently installed by UWCD. Consultant will collect data for sufficient points to generate the Topographic Features, visible utilities, and other facilities to depict the existi ng condition of the property. The appraisal maps and legal descriptions will be updated to reflect the added equipment area.
Subtask 1.2.1 Additional Pegh Parcels Valuations
Consultant will prepare five additional larger parcels va luations for the Pegh property to separate the cost from the appraisal cost for the full property.
Subtask 1.2.2 Provide In-Person Property Inspection
Caltrans has requested Review Appraiser to incl ude note stating, “review appraiser has personally inspected the property in the field” and certify comparable sales properties are mentioned in the Appraisal Report. A field visit is required to conform to Caltrans requirements.
Subtask 1.2.3 UPRR Appraisal Ma ps Independent Review Updates Caltrans requires an independent appraisal review related to the a ppraisal map prepared under Subtask
1.1.2. Subtask 1.3 Pegh and Hailwood Acquisition Coordination and Exhibits Caltrans has required additional exhibits necessary for appraisers to estimate compensation values for Hailwood, UPRR, and Pegh. Consultant is required to coordinate with Caltrans ROW, appraisers and independent appraisers to develop documentation presented to Caltrans.
Subtask 1.4.1 Oil Wells Abandonment Plans and Specifications and Ownership Transfer The County of Ventura received a rejection from the California Energy Management Division (CalGEM) on the county’s request to abandon the Sturgis 1 oil well located within the Rice Avenue Grade Separation project limits. WKE will prepare detail drawings and specifications for the abandonment work to be included in the contract and will secure the well abandonment permit from CalGEM. Consultant will coordinate with Caltrans to transfer each well to the City of Oxnard and County of Ventura.
EXHIBIT A-4
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 602
Contract Modification No. 5 to Contract No. A-8094
April 6, 2022
The following tasks will be completed:
Prepare wellbore diagrams for Pfeiler 2 & Sturgis 1
Prepare and submit transfer of ownership forms for same Prepare well programs for same
Prepare and submit CalGEM permit requests for same
Negotiations with CalGEM to finalize well plan
Finalize well programs and bid third party work
Engineering support for rig up and wellwork for same
Prepare and submit final wellwork reports to CalGEM for same
Subtask 1.4.2 Oil Wells Abandonment and Ownership Transfer Coordination This task also allows for coordination with Caltra ns, CalGEM, City and County to process the necessary permits and approvals.
Subtask 1.5 Oil Pipeline Abandonment
Consultant will prepare specifications for the remova l of existing abandoned of the 4” oil pipelines and develop removal plans. Specif ications will include the removal of exis ting fluids in the pipelines, and the cleaning, handling, and disposal requirements includ ing hazardous waste for fluids and pipe wrapping.
Consultant with provide coordination, perform reviews, and address agencies comments.
Subtask 1.6.1 & 1.6.2 RIGHT- OF-WAY ACQUISITION SERVICES Services will be provided to revise appraisal maps and independent reviews required during condemnations. Survey staking will be performed to ident ify right-of-way impacts in the field. Exhibits and documentation will be prepared to complete Resoluti on of Necessity (RON) for properties that require condemnation.
TASK 2 – DEWATERING ANALYSIS
The project requires a preliminary evaluation of the dewatering to assess if bid documents should allow for the dewatering activities and discharging of groundwater into local storm drain facilities. To review the potential for discharge in the local sewers, the water district requires an evaluation of the anticipated volume of discharge expected.
Subtask 2.1 Dewatering Analysis
The scope of work includes:
Review of readily available geotechnical and geologic data including the geotechnical report prepared for the site
Evaluate a preliminary rate of groundwater disc harge for each sewer trench based on existing data assuming the entire trench will be dewatered
Geotechnical calculations, findings and recomme ndations will be pres ented in a memorandum signed by a registered Geotechnical Engineer (GE) in the State of California. Address Review comments by attending one meetin g or addressing one round of written comments The scope of work does not include any subsurface investigation, labotratory testing, or other items not specifically listed above.
Subtask 2.2 Coordination and Reviews
Consultant will coordinate with Chief, Office of Geotechnical Design South (OGDS)-Branch D for all necessary reviews and approvals.
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 603
Contract Modification No. 5 to Contract No. A-8094
April 6, 2022
TASK 3 – PILE DRIVABILITY FOUNDATION ANALYSIS
The pile drivability study is proposed in response to concerns from Caltrans on whether the proposed 20- inch-diamter closed end pipe piles can be driven to t he current planned specified tip elevation of 14 feet with a driving resistance of 700 kips estimated using the LCPC static pile capacity analysis method.
Subtask 3.1 Pile Dri vability Foundation Analysis
The analyses will be performed as part of the design phase of the project to evaluate pile behavior during a hammer impact. Our analyses will model the hammer-pile-soil system and using the one-dimensional “wave equation analysis” to evaluate the transmission of longitudinal stress waves within the pile. The wave equation uses the GRLWEAP computer program, which allows specific and varied input for the hammer, pile, and soil models. Analysis results are typically used for hammer and cushion selection, driving criteria, acceptance, and to control pile stresses. Results can be presented as a “drivability study” to assess whether the proposed hammer can install the pile to depth desired, or as a “bearing graph” of blow count vs. capacity, as an “inspector’s chart” indicating the minimum blow count required to achieve acceptable capacity at a given hammer energy. The WEAP analyses for this effort will be used in a drivability study.
The analyses are being performed in the design phase of the project. As such, a pile driving contractor has not been selected and pile driving system to be used for the project is not known. Options for selecting the input hammer/driving system for use in the analyses could include: 1) incorporating data provided to us from Caltrans for the hammer/driving system used to drive piles for the Rice Avenue- Highway 101 Overcrossing, or 2) incorporating a presumptive hammer/driving system selected by the geotechnical consultant.
TASK 4 – CONSTRUCTION BID PACKAGE
WKE will coordinate with city staff and assist with providing design documents and related project information for the city to prepare the bid package. This work will be performed on a Time-and- Materials basis with services provided as requested by the city up to the allocated budget.
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 604
Agreement No. A-8094
EXHIBIT B-2
SCHEDULE OF SERVICES
Activity Proposed Date
A. Begin Work July 2018
B. Draft PS&E
B.1 Submit (65%) PS&E Alternative 2A March 2019
B.2 Submit (65%) PS&E Alternative 2B June 2020
B.3 Submit (95%) PS&E Alternative 2B March 2021
C. Submit Final PS&E (100%) Alternative 2B
D. Ready to List
E. Advertise
October 2021
June 2023
July 2023
F. Award December 2023
G. Begin Construction January 2024
H. Completion of Construction August 2027
I. Project Close Out December 2027
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 605
1851 E. FIRST STREET, SUITE 1400 SANTA ANA CA 92705 PHONE (714) 953‐2665 April 6, 2022
Ms. Debbie O’Leary
Project Manager
City of Oxnard
305 West T
hird Street, 3rd Floor
Oxnard, CA 93030
Subject: Contract Modification to Contract No. A-8094 – MOD No. 5 Additional Engineering Services for Right-of-Way Acquisition And Encroachment Permit Approval
Rice Avenue Grade Separation over Fifth Street/UPRR
Dear Debbie,
Attached is our proposal for the additional desi gn services required to complete Right-of-Way Acquisition and to obtain approval of the Caltrans Encroachment Permit to move the project to construction.
Task No. Description Fee
1 Right-o f-Way Acquisition $438,251.83
2 Dewatering Analysis $ 13,775.82
3 Pile Drivability Foundation Analysis $ 7,922.00
4 Construction Bid Package $ 35,609.83
Total $495,559.48
We have ad
ded the specialized services of InterAct PMTI to assist with the re-abandonment of the Shell Oil Wells and UtiliCoor to assist with the specifications for the abandoned Oil Pipeline Facilities impacted by the project. Both firms will use the Safe Harbor overhead rate of 120% and are not required by Caltrans Local Assistance to provide backup information for their overhead rate calculation.
Please contact me at (714) 955-7186 if you have any questions or require additional information, Sincerely,
Carlos Cadena
Project Manager
EXHIBIT C-4
COMPENSATION RATES
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 606
City of Oxnard - Rice Avenue Grade Separation at Fifth Street/UPRR Tracks April 6, 2022 Name of Proposer DIVISIONS/LOCATIONS
WKE, Inc. Santa Ana, CA
Home Office Address CONTRACT NO.
1851 E. First Street, Suite 1400, Santa Ana, CA 92705
Services to be Performed TOTAL AMOUNT OF PROPOSAL
$495,559.48
1. Direct Labor (Specify) Estimated Rate/Hou r Est. Cost ($) Total Est. Cost Hours
Project Manager 44 $129.33 $5,690.52
Discipline Lead 572 $105.53 $60,363.16
Senior Task Manager 46 $103.59 $4,764.91
Senior Project Engineer 2 48 $98.08 $4,707.84
Senior Project Engineer 1 580 $85.09 $49,349.30
Project Engineer 40 $66.55 $2,661.80
Assistant Engineer 20 $47.14 $942.80
CADD 40 $43.64 $1,745.60
Administrative 12 $52.52 $630.24
Labor Cost 1,402 $130,856.17
Total Direct Labor $130,856.17
2. Labor Overhead Rate Rate
147.06% $192,437.08
$323,293.25
3. Travel* Est. Cost ($)
a. Transportation
Total Travel $0.00
4. Subcontractors/Suppliers** Budget
Guida Surveying, Inc 32,894.40$
Hamner, Jewell & Associates (Riggs & Riggs) 52,572.86$
Fugro 7,922.00$
Group Delta 8,645.23$
UtilCoor 5,867.40$
InterAct 32,035.00$
Total Subcontractors/Suppliers (Cost to Complete) 139,936.89 $
5. Other Direct Costs*
6. General & Admin. Ex
pense ( of Item No. 4) 0% $0.00
7. Fee 10% $32,329.34
TOTAL COST AND FEE TO COMPLETE PROJECT $495,559.48
* Itemize items on second page
** Attached pricing forms for all proposed subcontractors
CONTRACT PRICING PROPOSAL
RFP PW18-47
DETAILED DESCRIPTION OF COST ELEMENTS
Amdendment No. 5 - PS&E - Rice Avenue Grade Separation (Alternative DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 607
RICE AVENUE GRADE SEPARATION PROJECT
Project Manager
Discipline Lead
Senior Task Manager
Senior Project Engineer 2
Senior Project Engineer 1
Project Engineer
Assistant Engineer
CADD
Administrative
Total Hours
Cost
TASK 1 - RIGHT-OF-WAY ENGINEERING SERVICES
1.1.1 Westridge Ventura TCE Surveys Guida 5,993.46$
1.1.2 UPRR Plats, Legal Descriptions and Appraisal Maps Guida 12,498.59$
1.1.3 Appraisal Maps and Legal Descriptions for Pegh TCE Guida 4,498.12$
1.1.4 UWCD New Generator Survey Guida 9,904.23$
1.2.1 Additional Pegh Parcels Valuations HJA (Riggs & Riggs) 20,000.00$
1.2.2 Provide In-Person Property Inspections HJA (Riggs & Riggs) 650.00$
1.2.3 UPRR Appraisal Maps Independent Review Updates HJA (Riggs & Riggs) 12,000.00$
1.3 Pegh & Hailwood Acquisition Coordination with Riggs/Caltrans WKE 120 180 300 76,037.14 $
1.4.1 Shell Oil Well Abandonment Plans,Specification and Ownership Transfer InterAct 32,035.00$
1.4.2 Shell Oil Well Abandonment Coordination and Exhibits WKE 140 80 220 58,649.82 $
1.5 Oil Pipeline Abandonment UtilCoor 5,867.40$
1.6.1 Right of Way Acquisition Appraisal Maps and Independent Reviews HJA/Riggs & Riggs 19,922.86$
1.6.2 Right of Way Acquisition and Coordination WKE 40 220 48 320 40 20 40 12 740 180,195.21 $ SUBTOTAL - Task 1 40 480 0 48 580 40 20 40 12 1,260 438,251.83 $ TASK 2 - DEWATERING ANALYSIS
2.1 Dewatering Analysis Group Delta 8,645.23$
2.2 Coordination and Reviews WKE 12 6 18 $5,130.59
SUBTOTAL - Task 2 0 1 2 60000001 8 13,775.82$
TASK 3 - PILE DRIVABILITY FOUNDATION ANALYSIS
3.1 Pile Drivability Analysis Fugro 0 7,922.00$
SUBTOTAL - Task 3 000000000 0 7,922.00$
TASK 4 - BID PACKAGE ASSISTANCE
4.1 Coordination and Support WKE 4 80 40 124 35,609.83 $ SUBTOTAL - Task 4 4 8 0 4 0 000000 1 2 4 35,609.83$
TOTAL 44 572 46 48 580 40 20 40 12 1,402 495,559.48 $
WKE, Inc. 4/6/2022
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 608
Project Manager Project Manager/Director C Cadena $129.33 $351.47 Discipline Lead Roadway/Structures W Koo/D Weddell $105.53 $286.79 Senior Task Manager Drainage J Zheng/A Wang $103.59 $281.51 Senior Project Engineer 2 Roadway/Structures Design M. Hynes $98.08 $266.55 Senior Project Engineer 1 Roadway Design M Dey/U
Sandirasegaram/H Tong $79.79 $216.83
Project Engineer Design A Banesh/Y Arai $66.55 $180.85
Assistant Engineer Design A Mathur $50.35 $136.83
CADD CADD J Barriga $48.75 $132.49
Administrative Administrative E Koo $55.60 $151.10
Field Overhead Rate:
Office Overhead Rate: 147.06%
Profit: 10.0%
Burdened Salary
Rate
PRICE SUMMARY SHEET
SCHEDULE OF FEES
SCHEDULE I - HOURLY RATE SCHEDULE
Classification Job Function Unburdened
Salary Rate
April 6, 2022
WKE, Inc. 4/6/2022
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 609
GUIDA
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 610
City of Oxnard - Rice Avenue Grade Separation at Fifth Street/UPRR Tracks Name of Proposer DIVISIONS/LOCATIONS
Guida Surveying Ventura, CA
Home Office Address CONTRACT NO.
Services to be Performed TOTAL AMOUNT OF PROPOSAL
$32,894.40
1. Direct Labor (Specify) Estimated Rate/Hour Est. Cost ($) Total Est. Cost Hours
Principal Land Surveyor 5 $102.50 $512.50
Sr. Project Manager 6 $84.00 $504.00
Project Manager 15 $72.00 $1,080.00
Project Surveyor 32 $65.00 $2,080.00
Project Analyst 29 $53.50 $1,551.50
CADD Survey Technician 26 $42.00 $1,092.00
CADD Operator 21 $35.00 $735.00
PLS Party Chief (Union Field) 18 $58.01 $1,044.18
Chainman (Union Field) 18 $51.28 $923.04
Labor Cost 170 $9,522.22
$0
Total Direct Labor $9,522.22
2. Labor Overhead Rate Rate
213.95%
$20,372.79
3. Travel Est. Cost ($)
a. Transportation $9.89
b. Per Diem or Subsistence $0
Total Travel $9.89
4. Subcontractors/Suppliers Est. Cost ($)
C-BELOW
Total Subcontractors/Suppliers $0
5. Other Direct Costs $0
6. General & Admin. Expense $0
7. Fee 10% $2,989.50
TOTAL ESTIMATED COST AND FE
E $32,894.40
CONTRACT PRICING PROPOSAL
601 South Figueroa St, Los Angeles CA 90017 RFP PW18-47 Surveying Services
DETAILED DESCRIPTION OF COST ELEMENTS
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 611
ITEM NO. ITEM DESCRIPTION NUMBER EST. COST ($)
3a. Travel - Transportation
Parking $0.00
$0.545 Mileage 18 $9.89
3a. TOTAL $9.89
3b. Travel - Per Diem or Subsistence Subsistence (Meals) 3b. TOTAL $0.00
5. Other Direct Costs
Unit Cost
Reproduction Number
$0.15 Printing (8.5"x11" Black & White) $0.00
$0.45 Printing (11"x17" Black & White) $0.00
$0.55 Printing (8.5"x11" Color) $0.00
$0.75 Printing (11"x17" Color) $0.00
Full Color Presentation Exhibits $0.00
5. TOTAL $0.00
TYPE NAME AND TITLE
Ralph W. Guida IV, PLS
NAME OF FIRM
Guida Surveying
CONTRACT PRICING PROPOSAL
SUPPORTING SCHEDULE
DATE OF SUBMISSION
April 4, 2022
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 612
Principal Land Surveyor
Sr. Project Manager
Project Manager
Project Surveyor
Project Analyst
CADD Survey Technician
CADD Operator
PLS Party Chief (Union
Field)
Chainman (Union Field)
TOTAL HOURS
COST
Project Billing Rate (Burdened) for 1/1/22 to 12/31/22 Project Average $353.98
$290.09
$248.65
$224.47
$184.76
$145.04
$120.87
$200.33
$177.09
TASK 2 - RIGHT-OF-WAY ENGINEERING SERVICES
2.1 Westridge Ventura TCE G u i d a 11236 1 2 1 1 3 6 $ 5 , 993.46
2.2 UPRR Plats and Legal Descriptions G u i d a 226 1 6 1 4 96446 3 $12,498.59
2.3 Appraisal maps and legal descriptions for Pegh TCE G u i d a 1137433 2 2 $ 4 , 498.12
2.4.1 UWCD new generator surveying G u i d a 1246521 1 4 1 4 4 9 $ 9 , 894.34
2.4.2 ODCs $9.89
5 6 15 32 29 26 21 18 18 170 $32,894.40
Guida Surveying
TASK DESCRIPTION FIRM
WKE, Inc. 4/4/2022
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 613
HAMNER JEWELL & ASSOCIATES
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 614
City of Oxnard - Rice Avenue Grade Separation at Fifth Street/UPRR Tracks Name of Proposer DIVISIONS/LOCATIONS
Hamner, Jewell & Associates Ventura, CA
Home Office Address CONTRACT NO.
Services to be Performed TOTAL AMOUNT OF PROPOSAL
$52,572.86
1. Direct Labor (Specify) Estimated Rate/Hou r Est. Cost ($) Total Est. Cost Hours
Managing Senior Associate 40 $95.00 $3,800
Right of Way Agent (Sr II) 240 $48.50 $11,640
Right of Way Agent (Sr I) 111 $44.00 $4,884
Right of Way Agt II $0.00 $0
Right of Way Agt I $0.00 $0
Transaction Coordinators $36.00 $0
Clerical Support $17.74 $0
Project Coordinator $40.87 $0
Project Administrato
r $0.00 $0
Labor Cost 391 $20,324
Escalation 3% $366
Total Direct Labor $20,690
2. Labor Overhead Rate Rate
131.00%
$27,103.68
3. Travel Est. Cost ($)
a. Transportation $0
b. Per Diem or Subsistence $0
Total Travel $0
4. Subcontractors/Suppliers Est. Cost ($)
Total Subcontractors/Suppliers $0
5. Other Direct Costs $0
6. General & Admin. Expense
7. Fee 10% $4,779
TOTAL ESTIMATED COST AND FEE $52,572.86
CONTRACT PRICING PROPOSAL
530 Paulding Circle, Suite A, Arroyo Grande, CA 93420 RFP PW18-47 Right of Way Services
DETAILED DESCRIPTION OF COST ELEMENTS
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 615
FUGRO
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 616
City of Oxnard - Rice Avenue Grade Separation at Fifth Street/UPRR Tracks Name of Proposer DIVISIONS/LOCATIONS
Fugro Ventura, CA
Home Office Address CONTRACT NO.
Services to be Performed TOTAL AMOUNT OF PROPOSAL
$7,922.34
1. Direct Labor (Specify) Estimated Rate/Hour Est. Cost ($) Total Est. Cost Hours
Principal 16 $244.98 $3,919.68
Associate 0 $201.54 $0.00
Senior 18 $170.55 $3,069.90
Senior Project 0 $159.99 $0.00
Project 0 $137.20 $0.00
Senior Staff 0 $119.26 $0.00
Staff 6 $105.05 $630.30
Staff GIS/Illustrator 2 $151.23 $302.46
Labor Cost 42 $7,922.34
Total Direct Labor $7,922.34
2. Labor Overhead Rate Rate
$0
3. Travel Est. Cost ($)
a. Transportation
b. Per Diem or Subsistence
Total Travel $0
4. Subcontractors/Suppliers Est. Cost ($)
Total Subcontractors/Suppliers $0
5. Other Direct Costs $0
6. General & Admin. Expense $0
TOTAL ESTIMATED COST AND FE
E $7,922.34
Call $7,922.00
CONTRACT PRICING PROPOSAL
5855 Rickenbacker Road, Commerce, CA 90040 RFP PW18-47
Pile Drivability Evaluation
DETAILED DESCRIPTION OF COST ELEMENTS
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 617
GROUP DELTA
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 618
City of Oxnard - Rice Avenue Grade Separation at Fifth Street/UPRR Tracks Name of Proposer DIVISIONS/LOCATIONS
Group Delta Geotechnical
Home Office Address CONTRACT NO.
Services to be Performed TOTAL AMOUNT OF PROPOSAL
$8,645.23
1. Direct Labor (Specify) Estimated Rate/Hour Est. Cost ($) Total Est. Cost Hours
Principal 3 $96.85 $291
Associate 24 $67.60 $1,622
Senior 0 $52.12 $0
Project 0 $40.10 $0
Staff 30 $31.43 $943
Technician 0 $35.86 $0
Draftsperson 0 $36.84 $0
Project Support 0 $29.13 $0
0 $0.00 $0
Labor Cost 57 $2,856
Escalation 3% Per 10-H $0
Total Direct Labor $2,856
2. Labor Overhead Rate Rate
175.20%
$5,003
3. Travel Est. Cost ($)
a. Transportation $0
b. Per Diem or Subsistence $0
Total Travel $0
4. Subcontractors/Suppliers Est. Cost ($)
Total Subcontractors/Suppliers $0
5. Other Direct Costs $0
6. General & Admin. Expense $0
7. Fee 10% $786
TOTAL COST AND FEE TO COMPLETE PROJEC
T $8,645.23
CONTRACT PRICING PROPOSAL
32 Mauchly, Suite B, Irvine, CA 92618
Borrow Site Analysis - Calleguas Creek
DETAILED DESCRIPTION OF COST ELEMENTS
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 619
Principal
Associate
Senior
Project
Staff
Technician
Draftsperson
Project Support
TOTAL HOURS
COST TO COMPLETE
Project Billing Rate (Burdened) Project Average
$293.18
$204.64
$157.78
$121.39
$95.14
$108.56
$111.52
$88.18
TASK - Preliminary Dewater Evaluation
Preliminary Groundwater Discharge Evaluation 32 40 03 00 0 0 5 7 $ 8 , 6 4 5 Review Existing Geotechnical Data and Sewer Plans' Group Delta 1 4 4 9 $1,492 Evaluation of Preliminary Groundwater Discharge at Two Sewer Locations Group Delta 8 16 24 $3,159 Preperation of Preliminary Geotechnical Dewatering Memorandum Group Delta 2 8 10 20 $3,175 Response to Comments Group Delta 4 4 $819
SUBTOTAL - Task 5 - Geotechnical Investigation 3 24 0 0 30 0 0 0 57 $8,645 32 40 03 00 0 0 5 7 $8,645
00000000 0 $0
00000000 0 $0
00000000 0 $ 0
3 24 0 0 30 0 0 0 57 $8,645.23
Group Delta
SUBTOTAL Design Phase (Tasks 1 thru 6)
SUBTOTAL Construction Phase (Task 7)
TOTAL
TASK
SUBTOTAL Other Direct Cost
SUBTOTAL Subconsultants
DESCRIPTION FIRM
WKE,Inc. 3/6/2022
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 620
UtilCoor
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 621
City of Oxnard - Rice Avenue Grade Separation at Fifth Street/UPRR Tracks Name of Proposer DIVISIONS/LOCATIONS
Utility Coordinating, Inc. (UtiliCoor)
Home Office Address CONTRACT NO.
Services to be Performed TOTAL AMOUNT OF PROPOSAL
$5,867.40
1. Direct Labor (Specify) Estimated Rate/Hou r Est. Cost ($) Total Est. Cost Hours
Principal 0 $100.00 $0.00
Principal PM/Enginee
r 26 $90.00 $2,340.00
Project Administrator 4 $50.00 $200.00
Principal Designer 0 $70.00 $0.00
Senior ROW Agent 0 $77.00 $0.00
Labor Cost 30 $2,540.00
Escalation 3% $0.00
Total Direct Labor $2,540.00
2. Labor Overhead Rate Rate
Overhead 110.00% $2,540 $2,794.00
FCCM $2,540 $0.00
$2,794.00
3. Travel Est. Cost ($)
a. Transportation $0.00
b. Per Diem or Subsistenc
e $0.00
Total Travel $0.00
4. Subcontractors/Suppliers Est. Cost ($)
Total Subcontractors/Suppliers $0.00
5. Other Direct Costs $0.00
6. General & Admin. Expense $0.00
7. Fee 10% $533.40
TOTAL ESTIMATED COST AND FEE $5,867.40
CONTRACT PRICING PROPOSAL
8840 Warner Suite 101, Fountain Valley, CA 92708 RFP PW18-47 Utility Removal Specification Services
DETAILED DESCRIPTION OF COST ELEMENTS
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 622
Principal
Principal PM/Engineer
Project Administrator
Principal Designer
Senior ROW Agent
0.00 0.00
0.00 0.00
0.00 TOTAL HOURS
COST
Project Billing Rate (Burdened) for 12/1/21 to 12/31/22 Project Average $231.00
$207.90
$115.50
$161.70
$177.87
$0.00
$0.00
$0.00
$0.00
$0.00
TASK 3 - SPECIFICATION PREPARATION
1.5 Bid Specifications Various 0 26 400000003 0 $5,867.40
1.5 100% Specifications Various 26 4 30 $5,867.40
SUBTOTAL - Task 1 - Specification Preparation 0 26 400000003 0 $5,867.40 Utility Coordinating, Inc
TASK DESCRIPTION FIRM
WKE, Inc. 4/5/2022
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 623
InterAct
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 624
InterAct Ventura
Home Office Address CONTRACT NO.
Services to be Performed TOTAL AMOUNT OF PROPOSAL
$32,035.00
1. Direct Labor (Specify) Estimated Rate/Hour Est. Cost ($) Total Est. Cost Hours
Data Analyst III 5 $67.53 $337.66
Data Analyst IV 20 $71.43 $1,428.57
Well Engineer IV 62 $93.07 $5,770.56
Principal Engineer 65 $97.40 $6,331.17
0 $0.00
Labor Cost 152 $13,867.97
Escalation 3% $0.00
Total Direct Labor $13,867.97
2. Labor Overhead Rate Rate
Overhead 110.00% $13,868 $15,254.76
FCCM 0.00% $13,868 $0.00
$15,254.76
3. Travel Est. Cost ($)
a. Transportation $0.00
b. Per Diem or Subsistence $0.00
Total Travel $0.00
4. Subcontractors/Suppliers Est. Cost ($)
None
Total Subcontractors/Suppliers $0.00
5. Other Direct Costs $0.00
6. General & Admin. Expense $0.00
7. Fee 10% $2,912.27
TOTAL ESTIMATED COST AND FEE $32,035.00
CONTRACT PRICING PROPOSAL
260 Maple Court, Ste 210. Ventura 93003 RFP PW18-47
Oil Well Services
DETAILED DESCRIPTION OF COST ELEMENTS
WKE,Inc. 2/8/2022
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 625
Data Analyst III
Data Analyst IV
Well Engineer IV
Principal Engineer
TOTAL HOURS
COST
Project Billing Rate (Burdened) for 12/1/21 to 12/31/22 Project Average $156.00
$165.00
$215.00
$225.00
TASK 2 - PLAN PREPARATION
2.3-10 Final Utility Plans WKE/KJC 5 20 62 65 152 $32,035.00
2.3-10h Existing Oil Well Work InterAct 5 20 62 65 152 $32,035.00 SUBTOTAL - Task 2 - Plan Preparation 5 20 62 65 152 $32,035.00 InterAct
TASK DESCRIPTION FIRM
WKE,Inc. 2/8/2022
DocuSign Envelope ID: 5ECBB585-2F5F-459D-B71F-BA640C8470F2 626
AGREEMENT FOR PROFESSIONAL SERVICES (V01/29/15)
12 IRAN CONTRACTING ACT CERTIFICATION
(TO BE EXECUTED AND SUBMITTED WITH THE AGREEMENT)
Public Contract Code Sections 2202-2208
Pursuant to Public Contract Code 2204.(a) A public entity shall require a person that is submits a bid or proposal to, or otherwise proposes to enter into or renew a contract with, a public entity with respect to a contract for goods or services of one million dollars ($1,000,000) or more to certify, at the time an Agreement is signed or renewed, that the person is not identified on a list created pursuant to subdivision (b) of Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Section 2202.5 or as a person described in subdivision 9b) of Section 2202.5, as applicable.
To comply with this requirement, please insert your company/ entity and Federal ID number (if available) and complete one of the options below. Please note, California law established penalties for providing false certifications, including civil penalties equal to the greater of $250,000 or twice the amount of the contract for which the false certification was made, contract termination and th ree-year ineligibility to bid on contract in accordance with Public Contract Code section 2205.
OPTION No.1 – CERTIFICATION
I, the official named below, certify I am duly authorized to execute this certification on behalf of the company/entity identified below, and the company/entity identified below is not on the current list of persons engaged in investment activities in Iran created by DGS and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to another person or entity, for 45 days or more, if that other person or company/entity will use the credit to provide goods or serv ices in the energy sector in Iran and is identified on the current list of persons engaged in investment activities in Iran created by DGS in accordance with subdivision (b) of Public Contract Code 2203.
Company Name/Financial Institution (printed): Feder al ID Number (or n/a):
By (Authorized Signature):
___________________________________________
Printed Name & Title of Person Signing: Date Exe cuted
_____________________________________________ ___ _______________________ Executed in the County of________________________________ in the State of __________________
OPTION No.2 – EXEMPTION
Pursuant to Public Contract Code sections 2203(c) and (d), a public entity may permit a vendor/financial institution engaged in investment activities in Iran, on a case-by-case basis, to be eligible for, or to bid on, submit a proposal for, or enters into or renews, a contract for goo ds and services. If you have obtained an exemption from the certification requirement under the Iran Contracting Act, please fill out the information below and attach documentation demonstrating the exemption approval.
Company Name/Financial Institution (printed): Feder al ID Number (or n/a):
By (Authorized Signature):
_____________________________________________
Printed Name & Title of Person Signing: Date Exe cuted
____________________________________________ ____ ____________________ Executed in the County of_____________________________________ in the State of ____________
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Solicitation # PW18-47
City Project 133101
17 Task 2.3 – 100% PS&E SUBMITTAL
Task 2.3-1 – Final Roadway Plans
Consultant will submit the Final PS&E package to the City and to Caltrans District Office Engineer and Office of Special Funded Projects (OSFP) for final approval. The submittal will incorporate review comments from all involved agencies and include all completed forms in the RTL Guide.
Deliverables:
Final Title Sheet
Final Typical Cross Sections
Final Key Map and Line Index
Final Project Control Plans
Final Layout Plans
Final Profiles and Superelevation Diagrams
Final Construction Details
Final Contour Grading
Final Summary of Quantities
Task 2.3-2 – Final Drainage Plans
Consultant will update the drainage plans, water pollution control plans, temporary drainage plans, and planting plans based on comments received from all involved agencies.
Deliverables:
Final Drainage Report
Final Drainage Plans, Profiles, Details, and Quantities Final Water Pollution Control Plans
Final Temporary Drainage Plans
Final Planting Plans, Legend, Notes, Details.
Task 2.3-3 – Final Stage Construction and Detours
Consultant will update the stage construction plans, and detour plans based on comments received from all involved agencies.
Deliverables:
Final Stage construction and traffic handling/detour plans, profiles, details, and quantities Final Detour layouts, profiles, and super elevation diagrams Final Construction area signs
Task 2.3-4 – Final Pavement Delineation Plans
Consultant will update the pavement delineation plans based on comments received from all involved agencies.
Deliverables:
Final Pavement Delineation Plans, Details, and Quantities
Task 2.3-5 – Final Sign Plans
Consultant will update the sign plans based on comments received from all involved agencies.
Deliverables:
Final Sign Plans, Details, and Quantities
659
Solicitation # PW18-47
City Project 133101
18 Task 2.3-6 – Final Electrical Lighting, Signals
Consultant will update the electrical plans based on comments received from all involved agencies.
Deliverables:
Final Traffic Signal Plan, Details, and Quantities
Final Rice Avenue Lighting
Final 5th Street Lighting
Final Eastman Avenue Street Lighting
Final Temporary Lighting (Stage 1)
Final Temporary Lighting (Stage 3B)
Final Bridge Lighting
Final Signal Interconnect
Final Irrigation Controller
Task 2.3-7 – Final Irrigation Plans
Consultant will update the irrigation plans based on comments received from all involved agencies.
Deliverables:
Final Irrigation Removal Plans, Legend, Notes, Details Final Irrigation Plans, Details, Legend, Notes, Details. Final Irrigation Quantity Sheets
Task 2.3-8 – Final Bridge Plans
Consultant will update the bridge plans based on comments received from all involved agencies.
Deliverables:
Final Bridge Plans and Details
Task 2.3-9 – Final Retaining Wall Plans
Consultant will update the retaining wall plans based on comments received from all involved agencies.
Deliverables:
Final Retaining Wall Plans and Details
Task 2.3-10 – Final Utility Plans
Consultant will update the utility plans based on comments received from all involved agencies.
Deliverables:
Final Retaining Wall Plans and Details
Task 2.3-11 – Resident Engineer File
Not Included.
Task 2.3-12 – Final Reports
Consultant will update the drainage report, SWDR, and TMP based on comments received from all involved agencies.
660
Solicitation # PW18-47
City Project 133101
19 Deliverables:
Final Drainage Report
Final SWDR
Final TMP
Task 2.3-13 – Final Construction Schedule
Consultant will update the construction schedule based on revised stage construction plans.
Deliverables:
Final CPM Construction Schedule
Task 2.3-14 – QA/QC
Consultant will conduct Quality Assurance/Quality Control reviews on 95% Submittal based on requirements included in the QA/QC Plan.
Task 2.4 – Right of Way Documentation and Engineering
Task 2.4-1 – Right of Way Engineering
Task 2.4-1a – Perform Record Data Search
Search, acquisitions, and analysis of appropriate deeds, field notes, and survey maps contained in the State, County, and City files.
Task 2.4-1b – Acquire Title Reports
Acquire title report for all parcel impacted by proposed R/W fee and easement takes.
Task 2.4-1c – Perform Land Net Recovery and Field Ties
Activities necessary to expand, establish, detail, and field tie control surveys for purposes of perpetuation of existing monumentation. Includes preparing survey request, planning, research, field survey, processing and adjusting data, and preparing survey supplemental control map.
Deliverables:
Field Collection Coordinates, processing and land net adjustments
Task 2.4-1d – Prepare Land Net Map - "Before Condition" Record of Survey Activities necessary to perpetuate cadastral points prior to construction. Field collection of point positions, monument identification, and survey calculations necessary to accurately identify the horizontal positions as required in section 8762 of the Professional Land Surveyors Act, Business and Professions Code, State of California.
Deliverables:
File Record of Survey, Caltrans Standards
Task 2.4-1e – Perform Monument Perpetuation Surveys
Activities necessary to FIELD COLLECT cadastral points prior to construction. Field collection of point positions, monument identification, and survey calculations necessary to accurately identify the horizontal positions as required in section 8762 of the Professional Land Surveyors Act, Business and Professions Code, State of California.
Deliverables:
Supportive Field Surveys for Record Of Survey
661
Solicitation # PW18-47
City Project 133101
20 Task 2.4-1f – Prepare Right-of-Way Appraisal Maps
Preparation of Caltrans Right-of-Way Appraisal Maps associated with permanent easements, land takes, and temporary construction easements associated with the project requirements.
Deliverables:
Appraisal Maps
Task 2.4-1g – Prepare Acquisition Documents
Includes preparing documents associated with identifying, depicting, and preparing documents associated with defining limits and acreage of acquisitions necessary for project needs.
Deliverables:
Acquisition Documents
Task 2.4-1h – Prepare Resolution of Necessity Legal Description and Plats Prepare Resolution of Necessity and any additional information for the filing of the complaint, and the preparation of any attendant map or plat.
Task 2.4-1i – Prepare Director's Deed and Plats
Prepare Deed’s and Plats necessary for acquisition efforts. Legal Descriptions and Plats will be in conformance with Caltrans Standards.
Deliverables:
Legal Descriptions, Plats, and Deeds
Task 2.4-1j – Prepare Utility Legal Description and Plat Includes documentation associated with research, title reports, supporting materials, and field notes associated with acquisition efforts for individual parcels.
Deliverables:
Project binders to be submitted to the City and Caltrans
Task 2.4-1k – Prepare Parcel Files
Includes documentation associated with research, title reports, supporting materials, and field notes associated with acquisition efforts for individual parcels.
Deliverables:
Project binders to be submitted to the City and Caltrans
Task 2.4-1l – Prepare appraisals
Consultant will proceed with the right of way appraisal process, described as follows Consultant will mail a notification letter and acquisition policies brochure to the property owner requesting permission to conduct an on-site inspection of the property, advising them of their right to accompany the appraiser at the time of the inspection, and requesting information regarding the property appraised which could influence the appraised value. Appraiser will review title information pertaining to respective ownerships and will review drawings and other pertinent information relative to the parcel. 662
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EXHIBIT A-2
SCOP
E OF SERVICES
Agr
eement scope is to complete Plans, Specifications & Estimates (PS&E) of the new preferred Alternative 3B. Upon completion of the 65% PS&E of Alternative 2A, which was included in the original Agreement and First Amendment, identified in the environmental document, and subsequent review by Caltrans, it wa s determined that Alternative 3B offers traffic o perational benefits at a lower cost and would be a viable alternative with the approval of the design exceptions. Caltrans approved the Supplemental Project Report and Design Standard Decision Document in November 2019.
3 711
January 8, 2020
Ms. Debbie O'Leary
Project Manager
City of Oxnard
305 West Third Street, 3rd Floor
Oxnard, CA 93030
[email protected]
Subject: Contract Modification to Contract No. A-8094 - Amendment 2 Dear Ms. O'Leary,
Based on out-of-scope design services for the Final Design for Alternative 3B for Rice Avenue Grade Separation over Fifth Street/UP RR
Caltrans, in cooperation with the City of Oxnard (the City), approved the Project Approval/Environmental Document (PA/ED) on May 18, 2018 to advance the Rice Avenue/Fifth Street/UPRR Grade Separation Project to the final design. The Environmental Impact Report/Environmental Assessment (EIR/EA) considered Alternatives 2A and 28 which maintained Rice Avenue along its present alignment. A Finding of No Significant Impact (FONSI) was made and identified Alternative (Alt) 2A (dual connector roads) as the local preferred alternative. Earlier, during the preparation of the project report and the Value Analysis, two additional alternatives were evaluated which realigned Rice Avenue 250' easterly and were identified as Alt 3A (dual connector roads) and Alt 38 (single connector road). Understanding that Rice Avenue is intended to be relinquished to Caltrans in the future to become the northerly extension of US Route 1, the Project Development Team (PDT) was directed to develop alternatives that meet all state highway design standards relative to design speed, roadway curvature and superelevation rates. As a result, both Alternatives 3A and 38 were removed from further consideration since they did not meet this criterion.
Upon completion of the 65% PS&E of Alternative 2A and subsequent review by Caltrans, it was determined that Alternative 38 offers traffic operational benefits at a lower cost and would be a viable alternative with the approval of the design exceptions. Caltrans determined that design exceptions can now be granted relative to design speed, roadway curvature and superelevation rates for Alternatives 3A and 38. A full comparison of the alternatives has been completed and Caltrans and the City, with concurrence from Ventura County DPW and VCTC, have given direction to the PDT to proceed with the design of Alt 38.
The final design of the project for Alternative 2A had been progressing to 95% PS&E since August 2019 with a remaining budget of $2,871,112.12 from the original contract. An additional budget of $3,056,880.66 is required to complete the design for Alternative 38.
If you have any questions or require additional information, please contact me at (714) 955-7186.
1851 E. FIRST STREET, SUITE 1400 • SANTA A1\JA • CA • 92705 • PHONE ( 714) 953-2665 EXHIBIT C-2
COMPENSATION RATES
4 712
City of Oxnard - Rice Avenue Grade Separation at Fifth Street/UPRR Tracks of 1 Name of Proposer DIVISIONS/LOCATIONS
WKE, Inc. Santa Ana, CA
Home Office Address CONTRACT NO.
1851 E. First Street, Suite 1400, Santa Ana, CA 92705
Services to be Performed TOTAL AMOUNT OF PROPOSAL
$3,056,880.66
1. Direct Labor (Specify) Estimated Rate/Hou r Est. Cost ($) Total Est. Cost Hours
Project Manager 1,030 $114.71 $118,151.3 0
Discipline Lead 2,038 $98.41 $200,559.5 8
Senior Task Manager 1,880 $88.68 $166,718.4 0
Senior Project Engineer 2 3,608 $88.81 $320,426.4 8
Senior Project Engineer 1 2,818 $70.63 $199,035.3 4
Project Engineer 4,059 $48.56 $197,084.7 5
Assistant Engineer 2,994 $32.97 $98,722.1 6
CADD 1,006 $37.89 $38,112.31
Administrative 388 $29.16 $11,314.0 8
Labor Cost 19,821 $1,350,124.40
Escalation 3% $91,131.43
Total Direct Labor $1,441,255.82
2. Labor Overhead Rate Rate
127.95%
$1,844,086.82
3. Travel* Est. Cost ($)
a. Transportation $5,260.00
b. Per Diem or Subsistence $0.00
Total Travel $5,260.00
WKE Remaining Balance ($1,557,216.76)
4. Subcontractors/Suppliers** Cost to Complete Remainin g Balance Additional Balance Douglas Engineering $10,879.08 $0.00 $10,879.0 8
EPIC Land Solutions $0.00 ($39,153.27) ($39,153.27)
Fugro Consultants, Inc $225,534.87 ($188,688.06) $36,846.81 GPA Consulting $164,089.31 ($164,089.31) $0.00
Group Delta Consultants $399,943.81 ($255,065.80) $144,878.01 Guida Surveying, Inc $240,111.98 ($23,056.81) $217,055.17 Hamner, Jewell & Associates $249,696.72 ($122,697.39) $126,999.33 Kimley Horn & Associates $477,769.24 ($119,311.61) $358,457.63 Kennedy/Jenks Consultants $202,252.85 ($58,896.65) $143,356.20 LIN Consulting $68,490.51 ($33,987.23) $34,503.28
Padre & Associates $0.00 ($5.00) ($5.00)
PacRim Engineering $100,491.77 ($193,008.68) ($92,516.91) Tatsumi & Partners $137,570.72 ($115,935.55) $21,635.17 Total Subcontractors/Suppliers (Cost to Complete) $2,276,830.87 Total Subcontractors/Suppliers Remaining Balance ($1,313,895.36)
5. Other Direct Costs* $32,025.00
6. General & Admin. Expense ( of Item No. 4) 0% $0.00
7. Fee 10% $328,534.26
TOTAL COST AND FEE TO COMPLETE PROJECT $5,927,992.78
REMAINING BALANCE ($2,871,112.12)
TOTAL ESTIMATED AMENDMENT COST AND FEE $3,056,880.66
* Itemize items on second page
** Attached pricing forms for all proposed subcontractors
CONTRACT PRICING PROPOSAL
RFP PW18-47
PS&E - Rice Avenue Grade Separation (Alternative 3B)
DETAILED DESCRIPTION OF COST ELEMENTS
5 713
TE
AM BREAKDOWN
6 714
TOTAL HOURS
COST
TASK 1 - PROJECT MANAGEMENT
1.1-1 Coordination/Administration WKE 2176 $244,690 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 2176 $244,690
1.1-1a Coordination and Meetings WKE 1116 $162,616 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,116 $162,616
1.1-1b Administration WKE 248 $14,770 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 248 $14,770
1.1-1c Site Visits WKE 192 $4,879 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 192 $4,879
1.1-1d Maintain Project Files/Document Control WKE 248 $21,001 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 248 $21,001
1.1-1e Subconsultant Coordination & Contracts/Agreements WKE 372 $41,424 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 372 $41,424
1.1-2 Work Plan WKE 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
1.1-3 Project Schedule WKE 372 $88,414 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 372 $88,414
1.1-4 Monthly Progress Reports and Invoices WKE 372 $68,833 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 372 $68,833
1.1-5 Quality Assurance and Quality Control Plan WKE 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 SUBTOTAL Task 1 - Project Management 2,920 $401,938 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 2,920 $401,938 TASK 2 - PLAN PREPARATION
2.1 65% PS&E SUBMITTAL Various 6635 $1,117,213 0 $0 0 $0 0 $0 0 $0 0 $0 24 $3,843 0 $0 1640 $243,471 353 $62,821 226 $25,772 156 $23,755 0 -$5 644 $74,043 9678 $1,550,913
2.1-0 35% PS&E (Geometric Design and BSDS) WKE 938 $204,354 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 938 $204,354
2.1-1 Roadway Plans WKE/Guida 1898 $312,708 0 $0 0 $0 0 $0 0 $0 0 $0 24 $3,843 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1922 $316,550
2.1-1a Title Sheet WKE 32 $5,606 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 32 $5,606
2.1-1b Typical Cross Sections WKE 122 $20,214 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 122 $20,214
2.1-1c Key Map & Line Index WKE 20 $2,748 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 20 $2,748
2.1-1d Project Controls Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 24 $3,843 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 24 $3,843
2.1-1e Layout Plans WKE 186 $34,065 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 186 $34,065
2.1-1f Profiles and Superelevation Diagrams WKE 225 $39,204 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 225 $39,204
2.1-1g Construction Details WKE 97
8 $157,342 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 978 $157,342
2.1-1g.1 Removals WKE 250 $39,262 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 250 $39,262
2.1-1g.2 Intersections and Curb Ramps WKE 238 $47,137 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 238 $47,137
2.1-1g.3 Misc Details WKE 490 $70,943 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 490 $70,943
2.1-1h Contour Grading Plans WKE 200 $32,625 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 200 $32,625
2.1-1i Summary of Quantities WKE 135 $20,903 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 135 $20,903
2.1-2 Drainage Plans WKE/Tatsumi 1288 $232,988 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 194 $23,255 1,482 $256,244
2.1-2a Drainage Report WKE 120 $19,141 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 120 $19,141
2.1-2b Drainage Plans, Profiles, Details, and Quantities WKE 103 8 $191,581 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1038 $191,581
2.1-2b.1 Drainage Plans WKE 325 $61,143 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 325 $61,143
2.1-2b.2 Drainage Profiles WKE 280 $49,710 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 280 $49,710
2.1-2b.3 Drainage Details WKE 180 $34,941 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 180 $34,941
2.1-2b.4 Drainage Quantities WKE 145 $26,283 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 145 $26,283
2.1-2b.5 Temporary Drainage Plans, Profiles, Details, and Quantities WKE 108 $19,504 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 108 $19,504
2.1-2c Temporary Water Pollution Control Plans WKE 130 $22,266 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 130 $22,266
2.1-2d Erosion Control Plans Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 194 $23,255 194 $23,255
2.1-3 Stage Construction, Detours, and TMP KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 999 $149,508 0 $0 0 $0 0 $0 0 $0 0 $0 999 $149,508
2.1-3a Transportation Management Plan KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 133 $20,047 0 $0 0 $0 0 $0 0 $0 0 $0 133 $20,047
2.1-3b Stage Construction (Plans, Details, and Quantities) KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 314 $48,370 0 $0 0 $0 0 $0 0 $0 0 $0 314 $48,370
2.1-3b.1 Stage Construction CAS and Index KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 31 $4,975 0 $0 0 $0 0 $0 0 $0 0 $0 31 $4,975
2.1-3b.2 Stage Construction Plans KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 182 $27,670 0 $0 0 $0 0 $0 0 $0 0 $0 182 $27,670
2.1-3b.3 Stage Construction Details KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 51 $7,886 0 $0 0 $0 0 $0 0 $0 0 $0 51 $7,886
2.1-3b.4 Stage Construction Quantity Sheets KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 50 $7,839 0 $0 0 $0 0 $0 0 $0 0 $0 50 $7,839
2.1-3c Traffic Handling Plan Detour (Plans and Quantities) KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 552 $81,091 0 $0 0 $0 0 $0 0 $0 0 $0 552 $81,091
2.1-3d Detour Traffic Signal and rail crossing KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.1-4 Pavement Delineation Plans WKE 198 $27,660 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 198 $27,660
2.1-4a Pavement Delineation Plans WKE 99 $12,794 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 99 $12,794
2.1-4b Pavement Delineation Details WKE 43 $6,492 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 43 $6,492
2.1-4c Pavement Delineation Quantities WKE 56 $8,374 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 56 $8,374
2.1-5 Sign Plans KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 265 $37,365 0 $0 0 $0 0 $0 0 $0 0 $0 265 $37,365
2.1-5a Sign Plans KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 145 $20,336 0 $0 0 $0 0 $0 0 $0 0 $0 145 $20,336
2.1-5b Sign Details KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 60 $8,515 0 $0 0 $0 0 $0 0 $0 0 $0 60 $8,515
2.1-5c Sign Quantities KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 60 $8,515 0 $0 0 $0 0 $0 0 $0 0 $0 60 $8,515
2.1-6 Electrical Lighting, Signals KHA/LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 376 $56,598 0 $0 226 $25,772 0 $0 0 $0 0 $0 602 $82,371
2.1-6a Traffic Signals KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 376 $56,598 0 $0 0 $0 0 $0 0 $0 0 $0 376 $56,598
2.1-6b Modifying Existing Electrical Systems LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 169 $19,765 0 $0 0 $0 0 $0 169 $19,765
2.1-6c Electrical System Details LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $4,045 0 $0 0 $0 0 $0 40 $4,045
2.1-6d Electrical System Quantities LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 17 $1,963 0 $0 0 $0 0 $0 17 $1,963 Guida
HJA
KHA
Group Delta
KJC
LIN
Tatsumi
PacRim
Padre
TASK DESCRIPTION
Epic
Fugro
GPA
WKE
Douglas
WKE, Inc. 1/8/2020
7 715
TOTAL HOURS
COST
Guida
HJA
KHA
Group Delta
KJC
LIN
Tatsumi
PacRim
Padre
TASK DESCRIPTION
Epic
Fugro
GPA
WKE
Douglas
2.1-7 Irrigation Plans Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 296 $32,504 296 $32,504
2.1-7a Irrigation Removals Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 102 $11,340 102 $11,340
2.1-7b Irrigation Plans Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 146 $15,770 146 $15,770
2.1-7c Irrigation Quantities Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 48 $5,394 48 $5,394
2.1-8 Bridge Plans (Unchecked Details) WKE/Tatsumi 1000 $139,229 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 77 $9,141 1,077 $148,371
2.1-8a Rice Avenue Overcrossing WKE 870 $119,986 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 870 $119,986
2.1-8b Aesthetics Structures Details Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 77 $9,141.44 77 $9,141
2.1-8c Type Selection Report (Bridges) WKE 130 $19,243 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0.00 130 $19,243
2.1-9 Retaining Wall Plans Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 156 $23,755 0 $0 77 $9,141 233 $32,896
2.1-9a Retaining Wall Key Map WKE 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.1-9b Retaining Wall 1 KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.1-9c Retaining Wall 2 PacRim 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.1-9d Retaining Wall 3 PacRim 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.1-9e Retaining Wall 4 WKE/PacRim 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.1-9f Retaining Wall 5 WKE/PacRim 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.1-9g Aesthetics Wall Details Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 77 $9,141.44 77 $9,141
2.1-9h Retaining Wall 1 - Alternative 3B PacRim 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 156 $23,755 0 $0 0 $0.00 156 $23,755
2.1-10 Utility Plans WKE/KJC 164 $24,593 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 353 $62,821 0 $0 0 $0 0 -$5 0 $0 517 $87,409
2.1-10a Utility Sheets WKE 52 $7,320 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 52 $7,320
2.1-10b Utility Coordination WKE 52 $7,320 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 52 $7,320
2.1-10c Update Utility Conflict Matrix WKE 60 $9,953 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 60 $9,953
2.1-10d City Sewer Line KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 89 $15,913 0 $0 0 $0 0 $0 0 $0 89 $15,913
2.1-10e City Water Line KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 177 $31,395 0 $0 0 $0 0 $0 0 $0 177 $31,395
2.1-10f United Water Conservation District Water Line KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 87 $15,513 0 $0 0 $0 0 $0 0 $0 87 $15,513
2.1-10g City 36" Sewer Line South of SR 34 (Optional) KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.1-10h Coordination with Shell Oil Company KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.1-10i Well Abandonment Work Plan/Site Health & Safety Plan/Permitting KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$5 0 $0 0 -$5
2.1-12 Storm Water Data Report WKE 45 $8,088 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 45 $8,088
2.1-13 Constructability Review WKE 44 $7,874 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 44 $7,874
2.1-14 QA/QC WKE 1060 $159,719 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,060 $159,719 $0
2.2 95% PS&E SUBMITTAL Various 5768 $270,440 0 $0 0 $0 0 $0 1033 $0 0 $0 24 $2,255 0 $0 745 $84,811 448 $67,420 150 $4,335 210 -$86,204 0 $0 287 -$53,087 8,665 $289,969
2.2-1 Update Roadway Plans WKE/Guida 1114 $133,956 0 $0 0 $0 0 $0 0 $0 0 $0 24 $2,255 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,138 $136,211
2.2-1a Update Title Sheet WKE 45 $6,744 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 45 $6,744
2.2-1b Update Typical Cross Sections WKE 179 $25,467 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 179 $25,467
2.2-1c Update Key Map & Line Index WKE 16 $1,186 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 16 $1,186
2.2-1d Update Project Controls Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 24 $2,255 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 24 $2,255
2.2-1e Update Layout Plans WKE 156 $20,187 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 156 $20,187
2.2-1f Update Profiles and Superelevation Diagrams WKE 170 $22,456 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 170 $22,456
2.2-1g Update Construction Details WKE 28 0 $37,157 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 280 $37,157
2.2-1g.1 Update Removals WKE 130 $17,699 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 130 $17,699
2.2-1g.2 Update Intersections and Curb Ramps WKE 40 $4,726 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $4,726
2.2-1g.3 Update Misc Details WKE 110 $14,732 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 110 $14,732
2.2-1h Update Contour Grading Plans WKE 168 $20,151 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 168 $20,151
2.2-1i Update Summary of Quantities WKE 100 $608 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 100 $608
2.2-2 Update Drainage Plans WKE/Tatsumi 940 $29,368 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 65 -$12,385.08 1,005 $16,983
2.2-2b Update Drainage Plans, Profiles, Details, and Quantities WKE 76 0 $22,418 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 760 $22,418
2.2-2b.1 Update Drainage Plans WKE 220 $7,785 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 220 $7,785
2.2-2b.2 Update Drainage Profiles WKE 200 $6,270 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 200 $6,270
2.2-2b.3 Update Drainage Details WKE 140 $4,692 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 140 $4,692
2.2-2b.4 Update Drainage Quantities WKE 120 $893 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 120 $893
2.2-2b.5 Update Temporary Drainage Plans, Profiles, Details, and Quantities WKE 80 $2,778 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 80 $2,778
2.2-2c Update Temporary Water Pollution Control Plans WKE 180 $6,950 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 180 $6,950
2.2-2d Update Erosion Control Plans Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 65 -$12,385 65 -$12,385
2.2-3 Update Stage Construction and Detours KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 439 $50,324 0 $0 0 $0 0 $0 0 $0 0 $0 439 $50,324
2.2-3a Update Stage Construction (Plans, Details, and Quantities) KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 156 $17,585 0 $0 0 $0 0 $0 0 $0 0 $0 156 $17,585
2.2-3a-1 Update Stage Construction CAS and Index KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 20 $2,250 0 $0 0 $0 0 $0 0 $0 0 $0 20 $2,250
2.2-3a-2 Update Stage Construction Plans KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 82 $10,392 0 $0 0 $0 0 $0 0 $0 0 $0 82 $10,392
2.2-3a-3 Update Stage Construction Details KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 31 $2,905 0 $0 0 $0 0 $0 0 $0 0 $0 31 $2,905
2.2-3a-4 Update Stage Construction Quantity Sheets KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 23 $2,038 0 $0 0 $0 0 $0 0 $0 0 $0 23 $2,038
2.2-3b Update Traffic Handling Plan Detour (Plans and Quantities) KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 283 $34,655 0 $0 0 $0 0 $0 0 $0 0 $0 283 $34,655
2.2-3c Update Detour Traffic Signal and rail crossing KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$1,917 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$1,917
2.2-4 Update Pavement Delineation Plans WKE 244 $29,014 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 244 $29,014
2.2-4a Update Pavement Delineation Plans WKE 160 $23,087 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 160 $23,087
2.2-4b Update Pavement Delineation Details WKE 36 $5,527 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 36 $5,527
2.2-4c Update Pavement Delineation Quantities WKE 48 $400 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 48 $400 WKE, Inc. 1/8/2020
8 716
TOTAL HOURS
COST
Guida
HJA
KHA
Group Delta
KJC
LIN
Tatsumi
PacRim
Padre
TASK DESCRIPTION
Epic
Fugro
GPA
WKE
Douglas
2.2-5 Update Sign Plans KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 147 $15,435 0 $0 0 $0 0 $0 0 $0 0 $0 147 $15,435
2.2-5a Update Sign Plans KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 89 $9,768 0 $0 0 $0 0 $0 0 $0 0 $0 89 $9,768
2.2-5b Update Sign Details KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 35 $3,542 0 $0 0 $0 0 $0 0 $0 0 $0 35 $3,542
2.2-5c Update Sign Quantities KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 23 $2,125 0 $0 0 $0 0 $0 0 $0 0 $0 23 $2,125
2.2-6 Update Electrical Lighting, Signals KHA/LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 100 $12,579 0 $0 150 $4,335 0 $0 0 $0 0 $0 250 $16,913
2.2-6a Update Traffic Signals KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 100 $12,579 0 $0 0 $0 0 $0 0 $0 0 $0 100 $12,579
2.2-6b Update Modifying Existing Electrical Systems LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 105 $2,845 0 $0 0 $0 0 $0 105 $2,845
2.2-6c Update Electrical System Details LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 30 $1,282 0 $0 0 $0 0 $0 30 $1,282
2.2-6d Update Electrical System Quantities LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 15 $209 0 $0 0 $0 0 $0 15 $209
2.2-7 Update Irrigation Plans Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 122 -$23,665.72 122 -$23,666
2.2-7a Update Irrigation Removals Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 37 -$8,279 37 -$8,279
2.2-7b Update Irrigation Plans Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 68 -$11,550 68 -$11,550
2.2-7c Update Irrigation Quantities Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 17 -$3,837 17 -$3,837
2.2-8 Update Bridge Plans WKE/Tatsumi 1230 $10,067 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 47 -$6,615.77 1,277 $3,451
2.2-8a Rice Avenue Overcrossing WKE 990 $7,488 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 990 $7,488
2.2-8b Update Aesthetics Structures Details Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 47 -$6,616 47 -$6,616
2.2-8c Bridge Independent Check WKE 240 $2,579 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 240 $2,579
2.2-9 Update Retaining Wall Plans Various 0 -$126,853 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$86,204 0 $0 53 -$10,420.26 53 -$223,477
2.2-9a Update Retaining Wall Key Map WKE 0 -$2,067 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$2,067
2.2-9b Retaining Wall 1 KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$54,596 0 $0 0 $0 0 -$54,596
2.2-9c Retaining Wall 2 PacRim 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.2-9d Retaining Wall 3 PacRim 0 -$38,189 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$38,189
2.2-9e Retaining Wall 4 WKE/PacRim 0 -$43,299 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$29,693 0 $0 0 $0 0 -$72,992
2.2-9f Retaining Wall 5 WKE/PacRim 0 -$43,299 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$34,189 0 $0 0 $0 0 -$77,488
2.2-9g Update Aesthetics Wall Details Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 53 -$10,420 53 -$10,420
2.2-9h Retaining Wall 1 - Alternative 3B PacRim 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 210 $32,274 0 $0 0 $0 210 $32,274
2.2-10 Update Utility Plans WKE/KJC 480 $60,726 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 448 $67,420 0 $0 0 $0 0 $0 0 $0 928 $128,146
2.2-10a Update Utility Sheets WKE 130 $14,483 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 130 $14,483
2.2-10b Utility Coordination WKE 250 $34,803 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 250 $34,803
2.2-10c Update Utility Conflict Matrix WKE 100 $11,440 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 100 $11,440
2.2-10d City Sewer Line KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 114 $17,648 0 $0 0 $0 0 $0 0 $0 114 $17,648
2.2-10e City Water Line KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 223 $35,223 0 $0 0 $0 0 $0 0 $0 223 $35,223
2.2-10f United Water Conservation District Water Line KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 111 $15,973 0 $0 0 $0 0 $0 0 $0 111 $15,973
2.2-10g City 36" Sewer Line South of SR 34 (Optional) KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$1,425 0 $0 0 $0 0 $0 0 $0 0 -$1,425
2.2-11 Construction Schedule WKE 140 $1,511 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 140 $1,511
2.2-12 Utility and ROW Update WKE 40 $357 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $357
2.2-13 Update SWDR WKE 72 $518 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 72 $518
2.2-14 Environmental Commitment Record (ECR) WKE/GPA 256 $46,058 0 $0 0 $0 0 $0 1033 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,289 $46,058
2.2-14a Environmental Commitment Record (ECR) WKE 0 $0 0 $0 0 $0 0 $0 388 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 388 $0
2.2-14b Environmental Mitigation WKE 0 $0 0 $0 0 $0 0 $0 95 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 95 $0
2.2-14c Environmental Document Re-Validation WKE/GPA 0 $0 0 $0 0 $0 0 $0 550 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 550 $0
2.2-14d Supplemental Project Report WKE 256 $46,058 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 256 $46,058
2.2-15 Update TMP KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 59 $6,474 0 $0 0 $0 0 $0 0 $0 0 $0 59 $6,474
2.2-16 CPUC GO 88B application and Section 190 funding request Douglas 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.2-17 Update Drainage Report WKE 72 $518 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 72 $518
2.2-18 Constructability Review WKE 120 $7,841 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 120 $7,841
2.2-19 QA/QC WKE 1060 $77,357 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,060 $77,357
2.3 100% PS&E SUBMITTAL Various 1746 -$17,899 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 424 -$5,719 195 -$11,996 90 $1,675 10 -$3,003 0 $0 128 $503 2,593 -$36,440
2.3-1 Final Roadway Plans WKE/Guida 305 $108 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 305 $108
2.3-1a Final Title Sheet WKE 8 $68 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 8 $68
2.3-1b Final Typical Cross Sections WKE 40 $319 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $319
2.3-1c
Final Key Map & Line Index WKE 4 $35 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 4 $35
2.3-1d Final Project Controls Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.3-1e Final Layout Plans WKE 42 $363 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 42 $363
2.3-1f Final Profiles and Superelevation Diagrams WKE 30 $194 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 30 $194
2.3-1g Final Construction Details WKE 11 4 -$1,384 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 114 -$1,384
2.3-1g.1 Final Removals WKE 40 $319 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $319
2.3-1g.2 Final Intersections and Curb Ramps WKE 14 -$2,118 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 14 -$2,118
2.3-1g.3 Final Misc Details WKE 60 $414 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 60 $414
2.3-1h Final Contour Grading Plans WKE 42 $320 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 42 $320
2.3-1i Final Summary of Quantities WKE 25 $193 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 25 $193 WKE, Inc. 1/8/2020
9 717
TOTAL HOURS
COST
Guida
HJA
KHA
Group Delta
KJC
LIN
Tatsumi
PacRim
Padre
TASK DESCRIPTION
Epic
Fugro
GPA
WKE
Douglas
2.3-2 Final Drainage Plans WKE/Tatsumi 300 $2,171 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 36 $143 336 $2,314
2.3-2a Final Drainage Plans, Profiles, Details, and Quantities WKE 21 0 $1,556 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 210 $1,556
2.3-2a.1 Final Drainage Plans WKE 60 $442 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 60 $442
2.3-2a.2 Final Drainage Profiles WKE 60 $405 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 60 $405
2.3-2a.3 Final Drainage Details WKE 40 $326 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $326
2.3-2a.4 Final Drainage Quantities WKE 30 $230 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 30 $230
2.3-2a.5 Final Temporary Drainage Plans, Profiles, Details, and Quantities WKE 20 $154 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 20 $154
2.3-2b Final Temporary Water Pollution Control Plans WKE 90 $615 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 90 $615
2.3-2c Final Erosion Control Plans Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 36 $143 36 $143
2.3-3 Final Stage Construction and Detours KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 269 -$6,285 0 $0 0 $0 0 $0 0 $0 0 $0 269 -$6,285
2.3-3a Final Stage Construction (Plans, Details, and Quantities) KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 129 -$469 0 $0 0 $0 0 $0 0 $0 0 $0 129 -$469
2.3-3a.1 Final Stage Construction CAS and Index KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 12 $674 0 $0 0 $0 0 $0 0 $0 0 $0 12 $674
2.3-3a.2 Final Stage Construction Plans KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 70 -$999 0 $0 0 $0 0 $0 0 $0 0 $0 70 -$999
2.3-3a.3 Final Stage Construction Details KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 28 -$208 0 $0 0 $0 0 $0 0 $0 0 $0 28 -$208
2.3-3a.4 Final Stage Construction Quantity Sheets KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 19 $64 0 $0 0 $0 0 $0 0 $0 0 $0 19 $64
2.3-3b Final Traffic Handling Plan Detour (Plans and Quantities) KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 140 $487 0 $0 0 $0 0 $0 0 $0 0 $0 140 $487
2.3-3c Final Detour Traffic Signal and rail crossing KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$6,303 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$6,303
2.3-4 Final Pavement Delineation Plans WKE 61 $481 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 61 $481
2.3-4a Final Pavement Delineation Plans WKE 40 $317 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $317
2.3-4b Final Pavement Delineation Details WKE 9 $73 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 9 $73
2.3-4c Final Pavement Delineation Quantities WKE 12 $91 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 12 $91
2.3-5 Final Sign Plans KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 80 $281 0 $0 0 $0 0 $0 0 $0 0 $0 80 $281
2.3-5a Final Sign Plans KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $137 0 $0 0 $0 0 $0 0 $0 0 $0 40 $137
2.3-5b Final Sign Details KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 20 $71 0 $0 0 $0 0 $0 0 $0 0 $0 20 $71
2.3-5c Final Sign Quantities KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 20 $73 0 $0 0 $0 0 $0 0 $0 0 $0 20 $73
2.3-6 Final Electrical Lighting, Signals KHA/LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $147 0 $0 90 $1,675 0 $0 0 $0 0 $0 130 $1,822
2.3-6a Final Traffic Signals KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $147 0 $0 0 $0 0 $0 0 $0 0 $0 40 $147
2.3-6b Final Modifying Existing Electrical Systems LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 59 $879 0 $0 0 $0 0 $0 59 $879
2.3-6c Final Electrical System Details LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 20 $747 0 $0 0 $0 0 $0 20 $747
2.3-6d Final Electrical System Quantities LIN 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 11 $49 0 $0 0 $0 0 $0 11 $49
2.3-7 Final Irrigation Plans Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 44 $168 44 $168
2.3-7a Final Irrigation Removals Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 15 $57 15 $57
2.3-7b Final Irrigation Plans Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 24 $90 24 $90
2.3-7c Final Irrigation Quantities Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 5 $21 5 $21
2.3-8 Final Bridge Plans WKE/Tatsumi 308 $2,150 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 26 $102 334 $2,251
2.3-8a Rice Avenue Overcrossing WKE 308 $2,150 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 308 $2,150
2.3-8b Final Aesthetics Structures Details Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 26 $102 26 $102
2.3-9 Final Retaining Wall Plans Various 0 -$36,096 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 10 -$3,003 0 $0 22 $89 32 -$39,010
2.3-9a Final Retaining Wall Key Map WKE 0 -$687 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$687
2.3-9b Retaining Wall 1 KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$4,588 0 $0 0 $0 0 -$4,588
2.3-9c Retaining Wall 2 PacRim 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.3-9d Retaining Wall 3 PacRim 0 -$11,803 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$11,803
2.3-9e Retaining Wall 4 WKE/PacRim 0 -$11,803 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$11,803
2.3-9f Retaining Wall 5 WKE/PacRim 0 -$11,803 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$11,803
2.3-9g Final Aesthetics Wall Details Tatsumi 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 22 $89 22 $89
2.3-9h Retaining Wall 1 - Alternative 3B PacRim 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 10 $1,585 0 $0 0 $0 10 $1,585
2.3-10 Final Utility Plans WKE/KJC 80 $642 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 195 -$11,996 0 $0 0 $0 0 $0 0 $0 275 -$11,354
2.3-10a Final Utility Sheets WKE 36 $293 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 36 $293
2.3-10b Utility Coordination WKE 36 $293 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 36 $293
2.3-10c Update Utility Conflict Matrix WKE 8 $56 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 8 $56
2.3-10d City Sewer Line KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 51 -$3,214 0 $0 0 $0 0 $0 0 $0 51 -$3,214
2.3-10e City Water Line KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 98 $1,874 0 $0 0 $0 0 $0 0 $0 98 $1,874
2.3-10f United Water Conservation District Water Line KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 46 -$5,311 0 $0 0 $0 0 $0 0 $0 46 -$5,311
2.3-10g City 36" Sewer Line South of SR 34 (Optional) KJC 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$5,345 0 $0 0 $0 0 $0 0 $0 0 -$5,345
2.3-11 Resident Engineer File WKE 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.3-12 Final Reports WKE/KHA 72 $518 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 35 $138 0 $0 0 $0 0 $0 0 $0 0 $0 107 $656
2.3-12a Final Drainage Report WKE 36 $259 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 36 $259
2.3-12b Final SWDR WKE 36 $259 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 36 $259
2.3-12c Final TMP KHA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 35 $138 0 $0 0 $0 0 $0 0 $0 0 $0 35 $138
2.3-13 Final Construction Schedule WKE 40 $507 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 40 $507 WKE, Inc. 1/8/2020
10 718
TOTAL HOURS
COST
Guida
HJA
KHA
Group Delta
KJC
LIN
Tatsumi
PacRim
Padre
TASK DESCRIPTION
Epic
Fugro
GPA
WKE
Douglas
2.3-14 QA/QC WKE 580 $11,621 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 580 $11,621
2.4 Right of Way Documentation and Engineering Various 140 $29,070 91 $10,617 0 -$31,468 0 $0 0 $0 0 $0 1217 $218,075 420 $17,708 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,868 $244,002
2.4-1 Activities Various 140 $29,070 0 $0 0 -$31,468 0 $0 0 $0 0 $0 1217 $218,075 420 $69,197 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,777 $284,874
2.4-1a Perform Record Data Search HJA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 60 $9,885 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 60 $9,885
2.4-1b Acquire Title Reports HJA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.4-1c Perform Land Net Recovery and Field Ties Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.4-1d Prepare Land Net Map - "Before Condition" Record of Survey Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.4-1e Perform Monument Perpetuation Surveys Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.4-1f Prepare Right-of-Way Appraisal Maps Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 288 $52,779 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 288 $52,779
2.4-1g Prepare Acquisition Documents Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 46 $8,998 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 46 $8,998
2.4-1h Prepare Resolution of Necessity Legal Description and Plats HJA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
2.4-1i Prepare Director's Deed and Plats Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 198 $37,031 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 198 $37,031
2.4-1j Prepare Utility Legal Description and Plat Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 278 $50,951 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 278 $50,951
2.4-1k Prepare Parcel Files Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 26 $4,514 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 26 $4,514
2.4-1l Prepare appraisals HJA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 110 $18,123 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 110 $18,123
2.4-1m Prepare secondary appraisals EPIC 0 $0 0 $0 0 -$31,468 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$31,468
2.4-1n Prepare Right-of-Way Requirement Maps (PD-26) Guida 140 $29,070 0 $0 0 $0 0 $0 0 $0 0 $0 48 $9,736 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 188 $38,806
2.4-1o Additional Design Survey Guida 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 333 $54,066 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 333 $54,066
2.4-1p Acquire Right of Entry Permits HJA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 250 $41,188 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 250 $41,188
2.4-2 Right of Way Acquisition HJA 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$51,489 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$51,489 SUBTOTAL - Task 2 - Plan Preparation 14,289 $1,398,824 91 $10,617 0 -$31,468 0 $0 1,033 $0 0 $0 1,265 $224,173 420 $17,708 2,809 $322,563 996 $118,245 466 $31,782 376 -$65,452 0 -$5 1,059 $21,459 ##### $2,048,444 TASK 3 - SPECIFICATION PREPARATION
3.1 Bid Specifications Various 748 $42,691 0 $0 0 $0 0 $0 85 $0 0 $0 0 $0 0 $0 170 $18,343 74 $14,451 58 $623 80 $1,296 0 $0 80 $330 1,295 $77,734
3.1a 65% Specifications Various 217 $38,088 0 $0 0 $0 0 $0 1 $0 0 $0 0 $0 0 $0 55 $10,098 38 $7,340 10 $1,935 14 $2,891 0 $0 12 $1,428 347 $61,779
3.1b 95% Specifications Various 388 $3,492 0 $0 0 $0 0 $0 42 $0 0 $0 0 $0 0 $0 85 $6,570 28 $5,541 30 -$2,916 48 -$1,164 0 $0 42 -$1,206 663 $10,316
3.1c 100% Specifications Various 143 $1,111 0 $0 0 $0 0 $0 42 $0 0 $0 0 $0 0 $0 30 $1,675 8 $1,570 18 $1,604 18 -$431 0 $0 26 $109 285 $5,638 SUBTOTAL - Task 3 - Specification Preparation 748 $42,691 0 $0 0 $0 0 $0 85 $0 0 $0 0 $0 0 $0 170 $18,343 74 $14,451 58 $623 80 $1,296 0 $0 80 $330 1,295 $77,734 TASK 4 - ENGINEER'S ESTIMATE OF PROBABLE COST
4.1 Engineer's Estimate Various 899 $103,827 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 205 $17,272 47 $9,897 46 $2,135 161 -$27,677 0 $0 70 $268 1,428 $105,723
4.1a 65% Engineer's Estimate Various 599 $100,657 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 90 $13,513 28 $5,884 19 $2,017 31 $5,038 0 $0 40 $4,317 807 $131,426
4.1b 95% Engineer's Estimate Various 184 $1,968 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 80 $3,637 14 $2,942 16 $69 83 -$30,678 0 $0 20 -$4,086 397 -$26,148
4.1c 100% Engineer's Estimate Various 116 $1,227 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 35 $122 5 $1,071 11 $49 47 -$2,036 0 $0 10 $38 224 $469
4.1d Alt 3a and 3b Engineer's Estimate WKE 0 -$25 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 -$25 SUBTOTAL - Task 4 - Engineer's Estimate of Probable Cost 899 $103,827 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 205 $17,272 47 $9,897 46 $2,135 161 -$27,677 0 $0 70 $268 1,428 $105,723 TASK 5 - GEOTECHNICAL INVESTIGATION
5.1 Geotechnical and Foundation Reports Fugro 0 $0 0 $0 0 $0 792 -$18,372 0 $0 1019 $43,767 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,811 $25,395
5.1a Geotechnical Design Report (GDR) Fu
gro 0 $0 0 $0 0 $0 78 $724 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 78 $724
5.1b Percolation Testing (4 Locations) Fugro 0 $0 0 $0 0 $0 46 $342 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 46 $342
5.1c Foundation Reports for Bridges, Retaining, and Sound Wall, OH Signs Fugro 0 $0 0 $0 0 $0 365 -$35,790 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 365 -$35,790
5.1d Materials Report Fugro 0 $0 0 $0 0 $0 61 $4,328 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 61 $4,328
5.1e Final Geotechnical Investigation Report Fugro 0 $0 0 $0 0 $0 242 $12,024 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 242 $12,024
5.1f Additional Testing for Hazardous Materials Fugro 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
5.1g Extended Hazardous Materials Testing Fugro 0 $0 0 $0 0 $0 0 $0 0 $0 1,019 $43,767 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,019 $43,767 SUBTOTAL - Task 5 - Geotechnical Investigation 0 $0 0 $0 0 $0 792 -$18,372 0 $0 1,019 $43,767 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 1,811 $25,395 TASK 6 - PERMITTING
6.1 Permit Applications WKE 344 $5,062 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 344 $5,062
6.2 Fact Sheets WKE 621 $119,385 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 621 $119,385 SUBTOTAL - Task 6 - Permitting 965 $124,447 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 965 $124,447 WKE, Inc. 1/8/2020
11 719
TOTAL HOURS
COST
Guida
HJA
KHA
Group Delta
KJC
LIN
Tatsumi
PacRim
Padre
TASK DESCRIPTION
Epic
Fugro
GPA
WKE
Douglas
TASK 7 - BID AND CONSTRUCTION SUPPORT
7.1 Pre-Construction Meeting Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.2 Partnering Workshop Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.4 Shop Drawing and Submittal Review Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.5 Additional drawings at Caltrans Request Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.6 Site Visits/Construction Meetings Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.7 Respond to Inquiries/ RFIs Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.8 Change Order Preparation and Review, CRIP Reviews Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.9 Develop As-Builts and Final Record Drawing Plans Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.11 Deliver Project Files Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.12 Post Audits Various 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.13 CPUC Section 190 Reimbursement to City; & file Form G Douglas 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0
7.14 Railroad 5% Mandatory Contribution Payment(s) to City Douglas 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 SUBTOTAL - Task 7 - Bid and Construction Support 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 19,821 $2,071,727 91 $10,617 0 -$31,468 792 -$18,372 1,117 $0 1,019 $43,767 1,265 $224,173 420 $17,708 3,184 $358,177 1,117 $142,593 570 $34,540 617 -$91,833 0 -$5 1,209 $22,057 31,222 $2,783,681 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $22,218 0 $262.00 0 -$185.30 0 $55,219.29 0 $0 0 $11,270 0 $1,139 0 $109,291 0 $280 0 $763 0 -$36 0 -$684 0 $0 0 -$422 0 $199,116 0 $0 0 $0 0 -$7,500 0 $0 0 $0 0 $89,841 0 -$8,256 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $0 0 $74,084 19,821 $2,093,945.15 91 $10,879.08 0 -$39,153.27 792 $36,846.81 1,117 $0.00 1,019 $144,878.01 1,265 $217,055.17 420 $126,999.33 3,184 $358,457.63 1,117 $143,356.20 570 $34,503.28 617 -$92,516.91 0 -$5.00 1,209 $21,635.17 31,222 $3,056,880.66 SUBTOTAL Subconsultants
TOTAL
SUBTOTAL Design Phase (Tasks 1 thru 6)
SUBTOTAL Construction Phase (Task 7)
SUBTOTAL Other Direct Cost
WKE, Inc. 1/8/2020
12 720
WKE
13 721
City of Oxnard - Rice Avenue Grade Separation at Fifth Street/UPRR Tracks of 2 Name of Proposer DIVISIONS/LOCATIONS
WKE, Inc. Santa Ana, CA
Home Office Address CONTRACT NO.
1851 E. First Street, Suite 1400, Santa Ana, CA 92705
Services to be Performed TOTAL AMOUNT OF PROPOSAL
$2,093,945.15
1. Direct Labor (Specify) Estimated Rate/Hou r Est. Cost ($) Total Est. Cost Hours
Project Manager 1,030 $114.71 $118,151
Discipline Lead 2,038 $98.41 $200,560
Senior Task Mana
ger 1,880 $88.68 $166,718
Senior Project Engineer 2 3,608 $88.81 $320,426
Senior Project Engineer 1 2,818 $70.63 $199,03 5
Project Engineer 4,059 $48.56 $197,08 5
Assistant Engineer 2,994 $32.97 $98,722
CADD 1,006 $37.89 $38,112
Administrative 388 $29.16 $11,314
Labor Cos
t 19,821 $1,350,124
Escalation 3% $91,131
Total Direct Labor $1,441,256
2. Labor Overhead Rate Rate
127.95%
$1,844,087
3. Travel* Est. Cost ($)
a. Transportation $5,260
b. Per Diem or Subsistence $0
Total Travel $5,260
4. Subcontractors/Suppliers** Cost to Complete Remainin g Balance Total Subcontractors/Suppliers (Cost to Complete) $0
5. Other Direct Costs* $32,025
6. General & Admin. Expense ( of Item No. 4) 0% $0
7. Fee 10% $328,534
TOTAL COST AND FEE TO COMPLETE PROJECT $3,651,161.91
REMAINING BALANCE ($1,557,216.76)
TOTAL ESTIMATED AMENDMENT COST AND FEE $2,093,945.15
* Itemize items on second page
** Attached pricing forms for all proposed subcontractors
CONTRACT PRICING PROPOSAL
RFP PW18-47
PS&E - Rice Avenue Grade Separation (Alternative 3B)
DETAILED DESCRIPTION OF COST ELEMENTS
14 722
Page ___2___
of ___2___
ITEM NO. ITEM DESCRIPTION NUMBE R EST. COST ($)
3a. Travel - Transportation
$20.00 Parkin g 31 $620.00
$0.580 Mileage 8000 $4,640.00
3a. TOTAL $5,260.00
3b. Travel - Per Diem or SubsistenceSubsistence (Meals) 3b. TOTAL $0.00
5. Other Direct Costs
Unit Cost Reproduction Number
$0.10 Printing (8.5"x11" Black & White) 1,890 $189.00
$0.20 Printing (11"x17" Black & White) 25,500 $5,100.00 $0.40 Printing (8.5"x11" Color) 28,500 $11,400.00
$0.80 Printing (11"x17" Color) 1,920 $1,536.00
$11.00 Full Color Presentation Exhibits 800 $8,800.00
$2,000.00 Potholes $0.00
$10.00
Printing (24"x36" Black & White 4-Mil
Mylar Prints) 500 $5,000.00
5. TOTAL $32,025.00
TYPE NAME AND TITLE
Carlos Cadena, Senior Vice President
NAME OF FIRM DATE OF SUBMISSION
WKE, Inc.
CONTRACT PRICING PROPOSAL
SUPPORTING SCHEDULE
15 723
Project Manager
Discipline Lead
Senior Task Manager
Senior Project Engineer
2 Senior Project Engineer
1 Project Engineer
Assistant Engineer
CADD
Administrative
TOTAL HOURS
COST TO COMPLETE
REMAINING BALANCE
AMENDMENT COST
------------------------------
(Cost to Complete -
Remaining Balance)
Project Billing Rate (Burdened) Project Average
$307.04
$263.41
$237.37
$237.72
$189.06
$129.97
$88.26
$101.41
$78.05
TASK 1 - PROJECT MANAGEMENT
1.1-1 Coordination/Administration WKE 434 296 296 590 172 0 0 0 388 2176 $484,544.44 -$239,854.28 $244,690.16
1.1-1a Coordination and Meetings WKE 248 248 248 248 124 1,116 $282,738 -$120,122 $162,616.46
1.1-1b Administration WKE 248 248 $19,357 -$4,587 $14,770.09
1.1-1c Site Visits WKE 48 48 48 48 192 $44,523 -$39,644 $4,879.06
1.1-1d Maintain Project Files/Document Control WKE 108 140 248 $36,601 -$15,600 $21,000.89
1.1-1e Subconsultant Coordination & Contracts/Agreements WKE 186 186 372 $101,326 -$59,902 $41,423.66
1.1-3 Project Schedule WKE 186 186 372 $101,326 -$12,912 $88,414.17
1.1-4 Monthly Progress Reports and Invoices WKE 88 88 88 108 372 $96,762 -$27,929 $68,833.30 SUBTOTAL Task 1 - Project Management 708 384 384 884 172 0 0 0 388 2,920 $682,632 -$280,695 $401,938 TASK 2 - PLAN PREPARATION
2.1 65% PS&E SUBMITTAL Various 63 638 481 1009 1092 1615 1271 466 0 6635 $1,117,213 $0 $1,117,212.71
2.1-0 35% PS&E (Geometric Design and BSDS) WKE 28 280 70 280 140 140 938 $204,354 $204,354.06
2.1-1 Roadway Plans WKE/Guida 10 208 10 383 259 516 496 16 0 1898 $312,708 $0 $312,707.78
2.1-1a Title Sheet WKE 6 6 20 32 $5,606 $5,606.13
2.1-1b Typical Cross Sections WKE 20 30 35 37 122 $20,214 $20,214.27
2.1-1c Key Map & Line Index WKE 2 2 8 8 20 $2,748 $2,748.08
2.1-1e Layout Plans WKE 30 40 50 33 33 186 $34,065 $34,065.37
2.1-1f Profiles and Superelevation Diagrams WKE 30 10 40 45 50 50 225 $39,204 $39,203.65
2.1-1g Construction Details WKE 10 85 0 175 164 265 263 16 0 978 $157,342 $0 $157,342.38
2.1-1g.1 Removals WKE 20 35 55 70 70 250 $39,262 $39,262.31
2.1-1g.2 Intersections and Curb Ramps WKE 10 25 76 69 30 28 238 $47,137 $47,137.43
2.1-1g.3 Misc Details WKE 40 64 40 165 165 16 490 $70,943 $70,942.63
2.1-1h Contour Grading Plans WKE 20 60 60 60 200 $32,625 $32,624.95
2.1-1i Summary of Quantities WKE 15 30 45 45 135 $20,903 $20,902.95
2.1-2 Drainage Plans WKE/Tatsumi 0 7 361 20 403 495 2 0 0 1,288 $232,988 $0 $232,988.23
2.1-2a Drainage Report WKE 60 60 120 $19,141 $19,141.34
2.1-2b Drainage Plans, Profiles, Details, and Quantities WKE 0 7 311 20 343 355 2 0 0 1038 $191,581 $0 $191,581.03
2.1-2b.1 Drainage Plans WKE 7 71 20 140 85 2 325 $61,143 $61,142.96
2.1-2b.2 Drainage Profiles WKE 80 80 120 280 $49,710 $49,710.05
2.1-2b.3 Drainage Details WKE 80 50 50 180 $34,941 $34,940.69
2.1-2b.4 Drainage Quantities WKE 50 35 60 145 $26,283 $26,283.45
2.1-2b.5 Temporary Drainage Plans, Profiles, Details, and Quantities WKE 30 38 40 108 $19,504 $19,503.88
2.1-2c Temporary Water Pollution Control Plans WKE 50 80 130 $22,266 $22,265.85
2.1-4 Pavement Delineation Plans WKE 0 21 0 24 0 70 83 0 0 198 $27,660 $0 $27,660.17
2.1-4a Pavement Delineation Plans WKE 8 8 35 48 99 $12,794 $12,794.37
2.1-4b Pavement Delineation Details WKE 5 8 15 15 43 $6,492 $6,492.21
2.1-4c Pavement Delineation Quantities WKE 8 8 20 20 56 $8,374 $8,373.59
2.1-8 Bridge Plans (Unchecked Details) WKE/Tatsumi 0 70 0 80 120 260 180 290 0 1,000 $139,229 $0 $139,229.18
2.1-8a Rice Avenue Overcrossing WKE 60 60 120 200 180 250 870 $119,986 $119,986.39
2.1-8c General Plan - Altenative 3B WKE 10 20 60 40 130 $19,243 $19,242.79
2.1-10 Utility Plans WKE/KJC 0 8 0 36 0 80 40 0 0 164 $24,593 $0 $24,592.91
2.1-10a Utility Sheets WKE 4 8 20 20 52 $7,320 $7,319.93
2.1-10b Utility Coordination WKE 4 8 20 20 52 $7,320 $7,319.93
2.1-10c Update Utility Conflict Matrix WKE 20 40 60 $9,953 $9,953.04
2.1-12 Storm Water Data Report WKE 5 4 6 10 10 10 45 $8,088 $8,088.00
2.1-13 Constructability Review WKE 20 24 44 $7,874 $7,873.56
2.1-14 QA/QC WKE 20 40 40 160 160 160 320 160 1,060 $159,719 $159,718.82
FIRMTASK DESCRIPTION
WKE, Inc. 1/8/2020
16 724
Project Manager
Discipline Lead
Senior Task Manager
Senior Project Engineer
2 Senior Project Engineer
1 Project Engineer
Assistant Engineer
CADD
Administrative
TOTAL HOURS
COST TO COMPLETE
REMAINING BALANCE
AMENDMENT COST
------------------------------
(Cost to Complete -
Remaining Balance)
FIRMTASK DESCRIPTION
2.2 95% PS&E SUBMITTAL Various 93 419 424 1030 753 1573 1076 400 0 5,768 $966,747 -$696,307 $270,439.68
2.2-1 Update Roadway Plans WKE/Guida 1 107 0 168 171 345 322 0 0 1114 $174,016 -$40,059 $133,956.16
2.2-1a Update Title Sheet WKE 1 4 6 14 20 45 $8,033 -$1,289 $6,743.92
2.2-1b Update Typical Cross Sections WKE 9 40 49 49 32 179 $30,336 -$4,868 $25,467.41
2.2-1c Update Key Map & Line Index WKE 16 16 $1,412 -$227 $1,185.53
2.2-1e Update Layout Plans WKE 18 18 20 58 42 156 $24,046 -$3,859 $20,187.40
2.2-1f Update Profiles and Superelevation Diagrams WKE 18 26 26 50 50 170 $26,749 -$4,293 $22,456.11
2.2-1g Update Construction Details WKE 0 40 0 46 42 70 82 0 0 280 $45,747 -$8,590 $37,156.86
2.2-1g.1 Update Removals WKE 22 18 18 30 42 130 $21,083 -$3,383 $17,699.46
2.2-1g.2 Update Intersections and Curb Ramps WKE 8 8 4 10 10 40 $6,948 -$2,222 $4,725.84
2.2-1g.3 Update Misc Details WKE 10 20 20 30 30 110 $17,716 -$2,985 $14,731.55
2.2-1h Update Contour Grading Plans WKE 10 20 20 58 60 168 $24,003 -$3,852 $20,151.12
2.2-1i Update Summary of Quantities WKE 8 12 40 40 100 $13,689 -$13,081 $607.82
2.2-2 Update Drainage Plans WKE/Tatsumi 0 0 240 0 190 510 0 0 0 940 $159,172 -$129,804 $29,368.23
2.2-2b Update Drainage Plans, Profiles, Details, and Quantities WKE 0 0 160 0 150 450 0 0 0 760 $124,823 -$102,405 $22,417.97
2.2-2b.1 Update Drainage Plans WKE 60 30 130 220 $36,810 -$29,024 $7,785.33
2.2-2b.2 Update Drainage Profiles WKE 30 30 140 200 $30,988 -$24,718 $6,270.07
2.2-2b.3 Update Drainage Details WKE 30 30 80 140 $23,190 -$18,498 $4,692.24
2.2-2b.4 Update Drainage Quantities WKE 20 40 60 120 $20,108 -$19,215 $892.81
2.2-2b.5 Update Temporary Drainage Plans, Profiles, Details, and Quantities WKE 20 20 40 80 $13,727 -$10,950 $2,777.52
2.2-2c Update Temporary Water Pollution Control Plans WKE 80 40 60 180 $34,350 -$27,400 $6,950.26
2.2-4 Update Pavement Delineation Plans WKE 0 28 0 64 68 84 0 0 0 244 $46,363 -$17,348 $29,014.29
2.2-4a Update Pavement Delineation Plans WKE 20 40 40 60 160 $30,137 -$7,050 $23,087.25
2.2-4b Update Pavement Delineation Details WKE 4 12 12 8 36 $7,215 -$1,688 $5,526.95
2.2-4c Update Pavement Delineation Quantities WKE 4 12 16 16 48 $9,011 -$8,611 $400.09
2.2-8 Update Bridge Plans WKE/Tatsumi 0 60 0 320 130 240 240 240 0 1,230 $193,164 -$183,097 $10,067.16
2.2-8a Rice Avenue Overcrossing WKE 20 120 130 240 240 240 990 $135,084 -$127,595 $7,488.32
2.2-8b Update Aesthetics Structures Details Tatsumi 0 $0 $0 $0.00
2.2-8c Bridge Independent Check WKE 40 200 240 $58,080 -$55,501 $2,578.84
2.2-9 Update Retaining Wall Plans Various 000000000 0 $ 0 -$126,853 -$126,853.34
2.2-9a Update Retaining Wall Key Map WKE 0 $0 -$2,067 -$2,067.45
2.2-9b Retaining Wall 1 PacRim 0 $0 $0.00
2.2-9c Retaining Wall 2 N/A 0 $0 $0.00
2.2-9d Retaining Wall 3 WKE 0 $0 -$38,189 -$38,188.53
2.2-9e Retaining Wall 4 WKE/PacRim 0 $0 -$43,299 -$43,298.68
2.2-9f Retaining Wall 5 WKE/PacRim 0 $0 -$43,299 -$43,298.68
2.2-9g Update Aesthetics Wall Details Tatsumi 0 $0 $0.00
2.2-9h Retaining Wall 1 - Alternative 3B PacRim 0 $0 $0.00
2.2-10 Update Utility Plans WKE/KJC 0 70 80 120 0 120 90 0 0 480 $89,494 -$28,768 $60,726.29
2.2-10a Update Utility Sheets WKE 20 30 20 20 40 130 $23,273 -$8,790 $14,482.99
2.2-10b Utility Coordination WKE 50 50 50 50 50 250 $47,836 -$13,034 $34,802.85
2.2-10c Update Utility Conflict Matrix WKE 50 50 100 $18,384 -$6,944 $11,440.45
2.2-11 Construction Schedule WKE 30 50 60 140 $34,034 -$32,523 $1,511.16
2.2-12 Utility and ROW Update WKE 4 6 10 10 10 40 $8,045 -$7,688 $357.22
2.2-13 Update SWDR WKE 4 4 12 12 20 20 72 $11,663 -$11,146 $517.88
2.2-14 ECR, Re-Validation, and Supplemental Project Report WKE/GPA 24 0 0 104 0 64 64 0 0 256 $46,058 $0 $46,058.21
2.2-14d Supplemental Project Report WKE 24 104 64 64 256 $46,058 $46,058.21
2.2-17 Update Drainage Report WKE 4 4 12 12 20 20 72 $11,663 -$11,146 $517.88
2.2-18 Constructability Review WKE 40 80 120 $33,355 -$25,513 $7,841.48
2.2-19 QA/QC WKE 20 40 40 160 160 160 320 160 1,060 $159,719 -$82,362 $77,357.05 WKE, Inc. 1/8/2020
17 725
Project Manager
Discipline Lead
Senior Task Manager
Senior Project Engineer
2 Senior Project Engineer
1 Project Engineer
Assistant Engineer
CADD
Administrative
TOTAL HOURS
COST TO COMPLETE
REMAINING BALANCE
AMENDMENT COST
------------------------------
(Cost to Complete -
Remaining Balance)
FIRMTASK DESCRIPTION
2.3 100% PS&E SUBMITTAL Various 44 176 160 242 142 481 361 140 0 1,746 $290,796 -$308,695 -$17,898.57
2.3-1 Final Roadway Plans WKE/Guida 0 56 0 80 0 84 85 0 0 305 $52,188 -$52,080 $108.24
2.3-1a Final Title Sheet WKE 2 2 4 8 $1,522 -$1,455 $67.58
2.3-1b Final Typical Cross Sections WKE 10 10 10 10 40 $7,194 -$6,874 $319.40
2.3-1c Final Key Map & Line Index WKE 2 2 4 $787 -$752 $34.93
2.3-1e Final Layout Plans WKE 10 16 8 8 42 $8,183 -$7,820 $363.36
2.3-1f Final Profiles and Superelevation Diagrams WKE 4 4 10 12 30 $4,363 -$4,170 $193.74
2.3-1g Final Construction Details WKE 0 20 0 24 0 34 36 0 0 114 $18,570 -$19,954 -$1,384.46
2.3-1g.1 Final Removals WKE 10 10 10 10 40 $7,194 -$6,874 $319.40
2.3-1g.2 Final Intersections and Curb Ramps WKE 2 2 4 6 14 $2,052 -$4,170 -$2,117.88
2.3-1g.3 Final Misc Details WKE 8 12 20 20 60 $9,324 -$8,910 $414.02
2.3-1h Final Contour Grading Plans WKE 4 16 10 12 42 $7,216 -$6,896 $320.40
2.3-1i Final Summary of Quantities WKE 4 8 6 7 25 $4,353 -$4,160 $193.28
2.3-2 Final Drainage Plans WKE/Tatsumi 0 0 100 0 0 180 20 0 0 300 $48,896 -$46,725 $2,171.07
2.3-2a Final Drainage Plans, Profiles, Details, and Quantities WKE 0 0 80 0 0 110 20 0 0 210 $35,051 -$33,495 $1,556.32
2.3-2a.1 Final Drainage Plans WKE 20 40 60 $9,946 -$9,504 $441.62
2.3-2a.2 Final Drainage Profiles WKE 20 20 20 60 $9,112 -$8,707 $404.58
2.3-2a.3 Final Drainage Details WKE 20 20 40 $7,347 -$7,021 $326.21
2.3-2a.4 Final Drainage Quantities WKE 12 18 30 $5,188 -$4,957 $230.35
2.3-2a.5 Final Temporary Drainage Plans, Profiles, Details, and Quantities WKE 8 12 20 $3,459 -$3,305 $153.56
2.3-2b Final Temporary Water Pollution Control Plans WKE 20 70 90 $13,845 -$13,230 $614.74
2.3-4 Final Pavement Delineation Plans W K E 0 1 2 0 1 2 0 3 7 0006 1 $10,822 -$10,342 $480.53
2.3-4a Final Pavement Delineation Plans WKE 8 8 24 40 $7,128 -$6,812 $316.50
2.3-4b Final Pavement Delineation Details WKE 2 2 5 9 $1,652 -$1,579 $73.36
2.3-4c Final Pavement Delineation Quantities WKE 2 2 8 12 $2,042 -$1,951 $90.67
2.3-8 Final Bridge Plans WKE/Tatsumi 0 40 0 40 50 58 60 60 0 308 $48,416 -$46,266 $2,149.75
2.3-8a Rice Avenue Overcrossing WKE 40 40 50 58 60 60 308 $48,416 -$46,266 $2,149.75
2.3-9 Final Retaining Wall Plans Various 000000000 0 $ 0 -$36,096 -$36,095.67
2.3-9a Final Retaining Wall Key Map WKE 0 $0 -$687 -$687.42
2.3-9d Retaining Wall 3 WKE 0 $0 -$11,803 -$11,802.75
2.3-9e Retaining Wall 4 WKE/PacRim 0 $0 -$11,803 -$11,802.75
2.3-9f Retaining Wall 5 WKE/PacRim 0 $0 -$11,803 -$11,802.75
2.3-10 Final Utility Plans WKE/KJC 0 8 16 18 0 22 16 0 0 80 $14,456 -$13,814 $641.85
2.3-10a Final Utility Sheets WKE 4 8 8 8 8 36 $6,600 -$6,307 $293.05
2.3-10b Utility Coordination WKE 4 8 8 8 8 36 $6,600 -$6,307 $293.06
2.3-10c Update Utility Conflict Matrix WKE 2 6 8 $1,255 -$1,200 $55.74
2.3-12 Final Reports WKE/KHA 4 0 4 12 12 20 20 0 0 72 $11,663 -$11,146 $517.88
2.3-12a Final Drainage Report WKE 2 2 6 6 10 10 36 $5,832 -$5,573 $258.93
2.3-12b Final SWDR WKE 2 2 6 6 10 10 36 $5,832 -$5,573 $258.94
2.3-13 Final Construction Schedule WKE 20 20 40 $11,409 -$10,903 $506.58
2.3-14 QA/QC WKE 20 40 40 80 80 80 160 80 580 $92,946 -$81,324 $11,621.21
2.4 Right of Way Documentation and Engineering Various 0 35 0 0 105 0000 1 4 0 $29,070 $0 $29,070.29
2.4-1 Activities Various 0 35 0 0 105 0000 1 4 0 $29,070 $0 $29,070.29
2.4-1n Prepare Right-of-Way Requirement Maps (PD-26) Guida 35 105 140 $29,070 $29,070.29
2.4-2 Right of Way Acquisition HJA 0 $0 $0.00
SUBTOTAL - Task 2 - Plan Preparation 200 1,268 1,065 2,281 2,092 3,669 2,708 1,006 0 14,289 $2,403,826 -$1,005,002 $1,398,824.11 WKE, Inc. 1/8/2020
18 726
Project Manager
Discipline Lead
Senior Task Manager
Senior Project Engineer
2 Senior Project Engineer
1 Project Engineer
Assistant Engineer
CADD
Administrative
TOTAL HOURS
COST TO COMPLETE
REMAINING BALANCE
AMENDMENT COST
------------------------------
(Cost to Complete -
Remaining Balance)
FIRMTASK DESCRIPTION
TASK 3 - SPECIFICATION PREPARATION
3.1 Bid Specifications Various 0 100 8 150 240 250 0 0 0 748 $141,763 -$99,072 $42,691.12
3.1a 65% Specifications Various 10 30 90 87 217 $38,088 $38,087.78
3.1b 95% Specifications Various 80 8 100 100 100 388 $78,646 -$75,154 $3,492.00
3.1c 100% Specifications Various 10 20 50 63 143 $25,029 -$23,918 $1,111.34 SUBTOTAL - Task 3 - Specification Preparation 0 100 8 150 240 250 0 0 0 748 $141,763.05 -$99,071.93 $42,691.12 TASK 4 - ENGINEER'S ESTIMATE OF PROBABLE COST
4.1 Engineer's Estimate Various 0 88 136 245 150 140 140 0 0 899 $172,614 -$68,786 $103,827.33
4.1a 65% Engineer's Estimate Various 44 18 110 150 140 137 599 $100,657 $100,657.08
4.1b 95% Engineer's Estimate Various 24 80 80 184 $44,329 -$42,361 $1,968.27
4.1c 100% Engineer's Estimate Various 20 38 55 3 116 $27,628 -$26,401 $1,226.71
4.1d Alt 3a and 3b Engineer's Estimate Various 0 $0 -$25 -$24.73 SUBTOTAL - Task 4 - Engineer's Estimate of Probable Cost 0 88 136 245 150 140 140 0 0 899 $172,614 -$68,786 $103,827.33 TASK 6 - PERMITTING
6.1 Permit Applications WKE 98 198 48 344 $93,657 -$88,595 $5,061.80
6.2 Fact Sheets WKE 24 287 164 146 621 $119,385 $119,385.14 SUBTOTAL - Task 6 - Permitting 122 198 287 48 164 0 146 0 0 965 $213,042 -$88,595 $124,446.94 1,030 2,038 1,880 3,608 2,818 4,059 2,994 1,006 388 19,821 $3,613,877 -$1,542,149.78 $2,071,727.13 000000000 0 $0 $0 $0.00
000000000 0 $37,285 -$15,067 $22,218.02
000000000 0 $0 $0
1,030 2,038 1,880 3,608 2,818 4,059 2,994 1,006 388 19,821 $3,651,161.91 -$1,557,216.76 $2,093,945.15 SUBTOTAL Design Phase (Tasks 1 thru 6)
SUBTOTAL Construction Phase (Task 7)
TOTAL
SUBTOTAL Other Direct Cost
SUBTOTAL Subconsultants
WKE, Inc. 1/8/2020
19 727
DOUGLAS ENGINEERING
20 728
Local Assistance Procedures Manual EXHIBIT 10
PAGE 1 OF 9
Exhibit 10-H1
Cost Proposal
Note: Mark-ups are Not Allowed
Consultant
Project No. Contract No. PW 18-47 Date 9/21/2019
DIRECT LABOR
Hours Actual Hourly Rate Total
10 $85.00 $850.00
65 $45.00 $2,925.00
16 $45.00 $720.00
0 $0.00 $0.00
0 $0.00 $0.00
0 $0.00 $0.00
0 $0.00 $0.00
0 $0.00 $0.00
0 $0.00 $0.00
$0.00
$0.00
LABOR COSTS
a) Subtotal Direct Labor Costs $4,495.00
b) Anticipated Salary Increases (see page 2 for calculation) $101.14 c) TOTAL DIRECT LABOR COSTS [(a) + (b)] $4,596.14
INDIRECT COSTS
d) Fringe Benefits (Rate: 0.00% ) e) Total Fringe Benefits [(c) x (d)] $0.00 f) Overhead ( Rate: 0.00% ) g) Overhead [(c) x (f)] $0.00 h) General and Administrative (Rate: 110.00% ) i) Gen & Admin [(c) x (h)] $5,055.75 j) Total Indirect Costs [(e) + (g) + (i)] $5,055.75
FIXED FEE
k) TOTAL FIXED FEE [(c) + (j)] x fixed fee 10.00% ] $965.19 l) CONSULTANT'S OTHER DIRECT COSTS (ODC) - ITEMIZE (Add additional pages if necessary) Quantity Unit Unit Cost Total
150 Mile $0.580 $87.00
1 EA $25.00 $25.00
0 EA $0.00 $0.00
0 EA $0.00 $0.00
0 EA $0.00 $0.00
0 EA $0.00 $0.00
0 EA $0.00 $0.00
$0.00
5 $30.00 $150.00
$0.00
l) TOTAL OTHER DIRECT COSTS $262.00
m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) Subconsultant 1: $0.00
Subconsultant 2: $0.00
Subconsultant 3: $0.00
Subconsultant 4: $0.00
m) TOTAL SUBCONSULTANTS' COSTS $0.00
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS[(l) + (m)] $262.00 TOTAL COST [(c) + (j) + (k) + (n)] $10,879.08
NOTES:
1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.
2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.
3. Anticipated salary increases calculation (page 2) must accompany.
Plan Sheets (Full Color Presentation Exhibits on Bond)
Next Day Parcel Delivery
ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
133101
Classification/Title Name
Project Manager Douglas Mays
Engr Tech Michael Mays
Engr Tech
EXHIBIT 10-H1 COST PROPOSAL PAGE 1 OF 3
Douglas Enginering, Inc
Paul Mays
Plan Sheets (11"x17" Color on Bond)
Plan Sheets (8.5"x11" Color on Bond)
Description of Item
Plan Sheets (11"x17" Black & White on Bond)
Plan Sheets (8.5"x11" Black & White on Bond)
Parking
Mileage Costs
Prime Consultant
Subconsultant
2nd Tier Subconsultant