City Council / Local Redevelopment Authority / Public Financing Authority
February 8, 2022

CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT (“Agreement”) is made and entered into this ____ day of ___________ 2022, (the “Effective Date”) by and between the City of Riverbank, a California municipal corporation (“City”), and Ascent Environmental, Inc., a California Corporation (“Consultant”). City and Consultant may herein be referred to individually as a “Party” and collectively as the “Parties”. There are no other parties to this Agreement.

RECITALS
A. City has issued a request for proposals (“RFP”) for consultant services / determined that consultant services are required for the preparation of environmental documents in connection with the Regional Recycled Water Project – Phase I (the “Project”).

B. Consultant has submitted a proposal to City that includes a scope of proposed consultant services, attached hereto and described more fully in Exhibit A (“Services”).

C. Consultant represents that it is qualified, willing and able to provide the Services to City, and that it will perform Services related to the Project according to the rate schedule attached hereto and described more fully in Exhibit B (the “Rates”).

NOW, THEREFORE, in consideration of the promises and covenants set forth below, the Parties agree as follows:

AGREEMENT

1. Consulting Services. Consultant agrees, during the term of this Agreement, to perform the Services for City in connection with the Project. Any request for services in addition to the Services described in Exhibit A will be considered a request for additional consulting services and not compensated unless the Parties otherwise agree in writing. No subcontract shall be awarded or an outside consultant engaged by Consultant unless prior written approval is obtained from City.

2. Compensation. City shall pay Consultant according to the fee schedule set forth in the Rates, as full remuneration for the performance of the Services, with a total cost not to exceed $196,400.00 for the Services described in Exhibit A. Consultant agrees to maintain a log of time spent in connection with performing the Services. On a monthly basis, Consultant shall provide City, in reasonable and understandable detail, a description of the services rendered pursuant to the Services and in accordance with the Rates. If the work is satisfactorily completed, City shall pay such invoice within thirty (30) days of its receipt. If City disputes any portion of any invoice, City shall pay the undisputed portion within the time stated above, and at the same time advise Consultant in writing of the disputed portion.

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CONSULTANT SERVICES AGREEMENT
City of Riverbank and Ascent Environmental, Inc.

3. Reimbursement. Reimbursable expenses related to travel, lodging, conference calls, reproduction and other costs incurred related to Consultant’s performance of the Services in accordance with the Rates with the total fee not to exceed that stipulated in Paragraph 2.

4. Confidential Information. Consultant understands and agrees that, in the performance of Services under this Agreement or in the contemplation thereof, Consultant may have access to private or confidential information that may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City (“Confidential Information”).

Consultant shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Consultant written authorization to make any such disclosure, Consultant shall do so only within the limits and to the extent of that authorization. Such authorization does not guarantee that the City will grant any further disclosure of Confidential Information. Consultant may be directed or advised by the City Attorney on various matters relating to the performance of the Services on the Project or on other matters pertaining to the Project, and in such event, Consultant agrees that it will treat all communications between itself, its employees and its subcontractors as being communications which are within the attorney-client privilege.

5. Term. This Agreement shall become effective on the Effective Date and will continue in effect until the Services provided herein have been completed, unless terminated earlier as provided in Section 6 or 7 below (the “Term”).

6. Termination. City may terminate this Agreement prior to the expiration of the Term (“Termination”), without cause or reason, by notifying Consultant in writing of City’s desire to terminate this Agreement (the “Termination Notice”). Upon receipt of a Termination Notice, Consultant shall immediately cease performing the Services. Consultant will be entitled to compensation, as of the date Consultant receives the Termination Notice, only for Services actually performed.

7. Termination for Cause. Notwithstanding Section 6 above, this Agreement may be terminated by City for cause based on the loss or suspension of any licenses, permits or registrations required for the continued provision of the Services, or Consultant’s malfeasance.

Termination of the Agreement for cause as set forth in this Section shall relieve City from compensating Consultant.

8. Performance by Key Employee. Consultant has represented to City that Andrea Shephard will be the person primarily responsible for the performance of the Services and all communications related to the Services. City has entered into this Agreement in reliance on that representation by Consultant.

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CONSULTANT SERVICES AGREEMENT
City of Riverbank and Ascent Environmental, Inc.

9. Property of City. The following will be considered and will remain the property of City:

A. Documents. All reports, drawings, graphics, working papers and Confidential Information furnished by City in connection with the Services (“Documents”).

Nothing herein shall be interpreted as prohibiting or limiting City’s right to assign all or some of City’s interests in the Documents.

B. Data. All data collected by Consultant and produced in connection with the Services including, but not limited to, drawings, plans, specifications, models, flow diagrams, visual aids, calculations, and other materials (“Data”). Nothing herein shall be interpreted as prohibiting or limiting City’s right to assign all or some of City’s interests in the Data.

C. Delivery of Documents and Data. Consultant agrees, at its expense and in a timely manner, to return to City all Documents and Data upon the conclusion of the Term or in the event of Termination.

10. Duties of City. In order to permit Consultant to render the services required hereunder, City shall, at its expense and in a timely manner:

A. Provide such information as Consultant may reasonably require to undertake or perform the Services;

B. Promptly review any and all documents and materials submitted to City by Consultant in order to avoid unreasonable delays in Consultant’s performance of the Services; and C. Promptly notify Consultant of any fault or defect in the performance of Consultant’s services hereunder.

11. Representations of Consultant. City relies upon the following representations by Consultant in entering into this Agreement:

A. Qualifications. Consultant represents that it is qualified to perform the Services and that it possesses the necessary licenses, permits and registrations required to perform the Services or will obtain such licenses or permits prior to the time such licenses or permits are required. Consultant represents and warrants to City that Consultant shall, at Consultant’s sole cost and expense, keep in effect or obtain at all times during the Term of this Agreement, any licenses, permits, and registrations that are legally required for Consultant to practice Consultant's profession at the time the Services are rendered.

B. Consultant Performance. Consultant represents and warrants that all Services under this Agreement shall be performed in a professional manner and shall conform to the customs and standards of practice observed on similar, successfully completed projects by specialists in the Services to be provided. Consultant shall adhere to accepted professional standards as set forth by relevant professional associations and shall perform all Services required under this Agreement in a manner consistent with generally accepted professional customs, DRAFT

CONSULTANT SERVICES AGREEMENT
City of Riverbank and Ascent Environmental, Inc.

procedures and standards for such Services. All work or products completed by Consultant shall be completed using the best practices available for the profession and shall be free from any defects. Consultant agrees that, if a Service is not so performed, in addition to all of its obligations under this Agreement and at law, Consultant shall re-perform or replace unsatisfactory Service at no additional expense to City.

12. Compliance with Laws and Standards. Consultant shall insure compliance with all applicable federal, state, and local laws, ordinances, regulations and permits, including but not limited to federal, state, and county safety and health regulations. Consultant shall perform all work according to generally accepted standards within the industry. Consultant shall comply with all ordinances, laws, orders, rules, and regulations, including the administrative policies and guidelines of Client pertaining to the work.

13. Independent Contractor; Subcontracting. Consultant will employ, at its own expense, all personnel reasonably necessary to perform the Services. All acts of Consultant, its agents, officers, employees and all others acting on behalf of Consultant relating to this Agreement will be performed as independent contractors. Consultant, its agents and employees will represent and conduct themselves as independent contractors and not as employees of City. Consultant has no authority to bind or incur any obligation on behalf of City. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Consultant is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is expressly approved by City in writing.

14. Insurance. Consultant and all of Consultant’s contractors and subcontractors shall obtain and maintain insurance of the types and in the amounts described in this paragraph and its subparagraphs with carriers reasonably satisfactory to City.

A. General Liability Insurance. Consultant shall maintain occurrence version commercial general liability insurance or an equivalent form with a limit of not less than Two Million Dollars ($2,000,000) per claim and Two Million Dollars ($2,000,000) for each occurrence.

B. Workers’ Compensation Insurance. Consultant shall carry workers’ compensation insurance as required by the State of California under the Labor Code. Consultant shall also carry employer’s liability insurance in the amount of One Million Dollars ($1,000,000.00) per accident, with a One Million Dollar ($1,000,000.00) policy limit for bodily injury by disease, and a One Million Dollar ($1,000,000.00) limit for each employee’s bodily injury by disease.

C. Errors and Omissions Liability. Consultant shall carry errors and omissions liability insurance in the amount of no less than One Million Dollars ($1,000,000.00) per occurrence or greater if appropriate for the Consultant's profession. Architects and engineers coverage is to be endorsed to include contractual liability. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the DRAFT

CONSULTANT SERVICES AGREEMENT
City of Riverbank and Ascent Environmental, Inc.

insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, elected and appointed councils, commissions, directors, officers, employees, agents, and representatives (“City’s Agents”); or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claims administration and defense expenses.

D. Other Insurance Requirements. Within five (5) days of the Effective Date, Consultant shall provide City with certificates of insurance for all of the policies required under this Agreement (“Certificates”), excluding the required worker’s compensation insurance.

Such Certificates shall be kept current for the Term of the Agreement and Consultant shall be responsible for providing updated copies and notifying City if a policy is cancelled, suspended, reduced, or voided. With the exception of the worker’s compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such; (b) name City, and City’s Agents as additional insureds with respect to liability arising out of Services, work or operations performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied, or used by the Consultant, or automobiles owned, leased, or hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City; (c) be primary with respect to any insurance or self-insurance programs covering City or City’s Agents and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of Consultant’s insurance and shall not contribute to it; (d) contain standard separation of insured provisions; and (e) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to the City.

15. Indemnification. Consultant hereby agrees to indemnify and hold harmless City, its agents, officers, employees and volunteers, against all liability, obligations, claims, loss, and expense (a) caused or created by Consultant, its subcontractors, or the agents or employees of either, whether negligent or not, pertaining to or related to acts or omissions of Consultant in connection with the Services, or (b) arising out of injuries suffered or allegedly suffered by employees of Consultant or its subcontractors (i) in the course of their employment, (ii) in the performance of work hereunder, or (iii) upon premises owned or controlled by City. Consultant’s obligation to defend, indemnify and hold City and its agents, officers, employees and volunteers harmless is not terminated by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

16. Consequential Damages. Notwithstanding any other provision of this Agreement, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed in connection with this Agreement.

17. Litigation. In the event that either Party brings an action under this Agreement for the breach or enforcement hereof, or must incur any collection expenses for any amounts due DRAFT

CONSULTANT SERVICES AGREEMENT
City of Riverbank and Ascent Environmental, Inc.

hereunder the prevailing Party in such action shall be entitled to its costs including reasonable attorney’s fees, whether or not such action is prosecuted to judgment.

18. Notices. Any notice or communication required hereunder between City or Consultant must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express, UPS or other similar couriers providing overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. Notices given by registered or certified mail shall be deemed to have been given and received on the first to occur of (a) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, (b) on the date delivered as shown on a receipt issued by the courier, or (c) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at the addresses in this paragraph set forth below:

If to City: City of Riverbank
6707 Third Street
Riverbank, CA 95367
Attn: City Clerk
With courtesy copies to: City of Riverbank
6707 Third Street
Riverbank, CA 95367
Attn: City Manager
And to: Churchwell White LLP
1414 K Street, 3rd Floor
Sacramento, California 95814
Attention: Douglas L. White, Esq.

If to Consultant: Ascent Environmental, Inc.
455 Capitol Mall, Suite 30
Sacramento, CA 95814
Attention: Sydney Coatsworth

19. General Provisions.

A. Modification. No alteration, modification, or termination of this Agreement shall be valid unless made in writing and executed by all Parties.

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CONSULTANT SERVICES AGREEMENT
City of Riverbank and Ascent Environmental, Inc.

B. Waiver. The waiver by any Party of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

C. Assignment. No Party shall assign, transfer, or otherwise dispose of this Agreement in whole or in part to any individual, firm, or corporation without the prior written consent of the other Party. Subject to the forgoing provisions, this Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Parties.

D. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California.

E. Venue. Venue for all legal proceedings shall be in the Superior Court of California for the County of Stanislaus.

F. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

G. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

H. Severability. If any term, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, the remainder of this Agreement shall remain in effect.

I. Audit. City shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant’s charges to City under this Agreement.

J. Entire Agreement. This Agreement sets forth the entire understanding between the Parties as to the subject matter of this Agreement and merges all prior discussions, negotiations, proposal letters or other promises, whether oral or in writing.

K. Headings Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

L. Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.

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CONSULTANT SERVICES AGREEMENT
City of Riverbank and Ascent Environmental, Inc.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last day and date below written.

CITY:

CITY OF RIVERBANK, a California
municipal corporation
By:

Marisela Garcia, Interim City Manager
Date:

CONSULTANT:

ASCENT ENVIRONMENTAL, INC., a
California Corporation
By:

Name:

Date:

Approved as to Form:

Tom Hallinan, City Attorney
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EXHIBIT A
Services
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EXHIBIT B
Rate Schedule

Item 10.3 – CC/LRA – 02/08/2022
RIVERBANK CITY COUNCIL AGENDA ITEM NO. 10.3
SECTION 10: NEW BUSINESS
Meeting Date: February 8, 2022
Subject: A Resolution to Award a Contract for Preparation of a Financial Security Package and Wastewater Rate Study for the Regional Recycled Water Project – Phase I to Bartle Wells Associates, and Authorize a Budget Appropriation in the amount of $55,000 from the Wastewater Enterprise Fund for Said Contract
From: Maricela Garcia, Interim City Manager
Submitted by: Michael Riddell, Public Works Director

RECOMMENDATION
It is recommended that the City Council award the contract for preparation of the Financial Security Package for the State Water Resources Control Board Clean Water State Revolving Fund Financial Assistance application and Wastewater Rate Study for the Riverbank Regional Recycled Water Project – Phase I to Bartle Wells Associates, Inc., authorize the City Manager to execute a contract with said firm in the amount of $49,600, authorize a contingency amount of $5,400, and authorize a budget appropriation of $55,000 from the Wastewater Enterprise Fund for said contract.

SUMMARY
Upon completion of the City of Riverbank Recycled Water Production Study and Recycled Water Use Study reports and as directed by the City Council, applications for financial assistance for proceeding with the Phase I Regional Recycled Water Project (RRRWP) have been prepared and submitted to the State Water Resources Control Board under the Clean Water State Revolving Fund (CWSRF). Additional application documentation has been submitted to the United States Bureau of Reclamation (USBR) for consideration of funding under the Title XVI program and funding from other sources will be identified and pursued.

To complete the CWSRF financial assistance application for project implementation, preparation of a Financial Security Package, a Wastewater Rate Study and Recycled Water Fee Study, and completion of rate setting under the requirements of Prop. 218, are necessary. Following an open Request for Proposals (RFP) process for preparation of these necessary financial documents and a review committee’s selection of Bartle Wells Associates based on submitted proposals and the firm’s qualifications and experience, tonight’s request is to proceed with awarding the contract to Bartle Wells for preparation

Item 10.3 – CC/LRA – 02/08/2022
of the required financial and rate study documents and CWRSF Financial Security Package documents. Because applications for additional funding sources are currently being pursued, it is further recommended that the City Council authorize a $5,400 budget contingency to allow the City Manager to negotiate additional financial or rate study scope or documents to support such additional finding applications.

BACKGROUND
The City has completed a feasibility level study of expanding the Wastewater Treatment Plant (WWTP) to produce recycled water as well as provide for capacity to meet expected wastewater treatment needs of the City for the next 30 years. The feasibility study also evaluated treatment process improvements to provide for nitrogen control and improved effluent quality for continued discharge to land of a portion of the flow, not otherwise delivered to recycled water users. Based on input and direction from the City Council, a Phase I program of implementation of the alternatives evaluated in the feasibility study is being developed for implementation, including preparation of financial assistance applications to multiple funding sources. The Phase I recommended program of the RRRWP is envisioned as a program for the production and use of recycled water in southeastern San Joaquin County. Wastewater generated within the City is the proposed source of recycled water in this proposed project and has the potential to capture and reuse wastewater to supplement fresh water sources, including in-lieu recharge of groundwater. The proposed project includes improvements to the City of Riverbank WWTP, and recycled water distribution facilities within the vicinity of the WWTP. It is envisioned that this water will be used to offset water used for agricultural needs. The Phase I project is proposed to include the following facilities improvements:

1. Facilities improvements at the WWTP to provide the level of treatment required to produce recycled water from wastewater originating at the City of Riverbank, including upgrades to the secondary treatment process and addition of tertiary treatment and disinfection; modifications of existing percolation ponds and/or construction of new seasonal storage ponds; and construction of a new distribution pump station. Improvements to the secondary treatment process include biological nutrient removal to reduce effluent nitrogen for continued use of the on-site percolation ponds.

2. Recycled water distribution facilities for agricultural irrigation using recycled water in the vicinity of the City of Riverbank. The distribution of recycled water is expected to be phased with initial phase delivering recycled water directly to one or more individual agricultural users in close proximity to the Riverbank WWTP. A later phase delivering recycled water to the South San Joaquin Irrigation District Lower Lateral #2 may be completed once additional agreements are in place.

In addition to delivering recycled water to agricultural users, it is expected that the completed program will include a recycled water fee charged to recycled water users to recuperate a portion of the operating cost of the recycled water systems. Therefore, development of a new recycled water fee is expected to be necessary and will be evaluated under this study.

Item 10.3 – CC/LRA – 02/08/2022
It is the City’s goal to have a complete application for financial assistance, including the Financial Security Package, before December 31, 2022.

The projected total capital cost (including allowance for engineering, environmental, permitting, and administration) of the recommended improvements are summarized below.

Facility Component Projected Total
Capital Cost
Headworks and Secondary Improvements to WWTP $39,740,000 Recycled Water Filtration and Disinfection $8,800,000
Phase I Recycled Water Storage, Pumping, and Distribution $16,500,000 Total $65,040,000
Application was made to the State Water Resources Control Board for financial assistance under the CWSRF program. The submitted application included the general application form and project information as well as the priority scoring sheet. To complete the application, and allow for a project scoring that would result in project funding in 2023, the following additional detailed information must be prepared and submitted no later than December 31, 2022:

Technical Package, to include: review of water rights, water conservation measures, the Project Report (the feasibility studies prepared in 2021), updated project details (as needed for preparation of the other application packages) and worksheets.

Environmental Package, (which is the scope of services for this item) to include CEQA documentation (requiring additional project engineering definition), project evaluation under federal environmental requirements (additional alternatives analysis and archeological/historic preservation review, clean air act review, and biological resources and water quality/wetland resources review.

Financial Security Package, to include City demographic information, funding sources, projected annual operation and maintenance costs, revenue source determinations and associated rate study and rate adoption, and additional financial management policies and projections.

Concurrent development of the Technical Package (to include a more detailed preliminary design to support both environmental and financial analysis and review), Environmental Package, and Financial Security Package is planned to allow the City to have a complete CWSRF financial assistance package by December 31, 2022. This will allow consideration of project funding, including design completion, in 2023.

At the same time the CWSRF detailed application information is being developed, additional information may be prepared and submitted to the USBR for consideration of funding under the Title XVI program and/or to the United States Environmental Protection Agency under the WIFIA Program (Water Infrastructure Finance and Innovation Act) and other applicable funding programs that the RRRWP may be eligible under.

Item 10.3 – CC/LRA – 02/08/2022
In order to solicit proposals for preparation of the Financial Security Package, an RFP was prepared and published on the City’s website December 16, 2021. Several municipal finance and rate study consultants known to City staff to prepare these types of studies were also directly contacted to provide notice of availability of the RFP. The RFP requested that proposals be submitted to the City by no later than 3:00 pm on January 18, 2022. One proposal was received before the date and time from Bartle Wells Associates.

Since only one proposal was submitted, the committee of City staff reviewed the proposal for the firm’s understanding of the project, experience with related work, firm’s project manager experience and qualifications, overall team’s experience and qualifications, and proposed schedule and ability to complete the project within the timeframe requested.

Based on the committee’s review of consultant qualifications, Bartle Wells Associates meet the RFP requirements and final scope and fee was negotiated.

STRATEGIC PLAN
The RRRWP and this action addresses the following August 10, 2021 Strategic Plan Goals:

Goal 1.1 Maintain sound, responsible fiscal policies regulating debt and establishing parameters for reserves.

Goal 1.3 Continue to seek local, regional and federal grant opportunities to support City projects, programs and initiatives.

Goal 1.5 Provide transparency in all activities related to municipal finance and ensure that financial records are accurate, reliable and timely.

Goal 6, Promoting Sustainable Development, by providing for facilities that sustainably support the City’s thoughtful and careful planning.

FINANCIAL IMPACT
Cost of this element of the project is $49,600, with the potential to add an additional $5,400 supporting pursuit of additional funding sources, to be appropriated from the City’s Wastewater Enterprise Fund.

ATTACHMENT
1) Resolution
2) Bartle Wells Associates Proposal
3) Bartle Wells Associates Consultant Agreement - DRAFT

CC/LRA – 02/08/21
CC Resolution No. 2022-

CITY OF RIVERBANK
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RIVERBANK,

CALIFORNIA, TO AWARD A CONTRACT FOR THE FINANCIAL SECURITY PACKAGE FOR THE REGIONAL RECYCLED WATER PROJECT – PHASE I TO BARTLE WELLS ASSOCIATES, INC., AUTHORIZE THE CITY MANAGER TO

EXECUTE A CONTRACT WITH SAID FIRM, AND AUTHORIZE A BUDGET APPROPRIATION OF $55,000 FROM THE WASTEWATER ENTERPRISE FUND 106 RESERVES FOR SAID CONTRACT
WHEREAS, the City has submitted an application to the State Water Resources Control Board for financial assistance in implementing the Regional Recycled Water Project – Phase I; and
WHEREAS, in order to complete the application for financial assistance certain financial security and rate study documents must be prepared and submitted to the State Water Resources Control Board; and
WHEREAS, Preparation of financial security documents including wastewater rate study and recycled water rate study are necessary for project implementation; and WHEREAS, in addition to submitting to the State Water Resources Control Board for financial assistance the City will also submit applications for funding under other programs to be determined; and
WHEREAS, preparation of the Financial Security Package under the State Water Resources Control Board Clean Water State Revolving Fund Program will meet these requirements; and
WHEREAS, after issuance of a Request for Proposals, it is the City Council’s desire to award the contract for preparation of the Financial Security Package to Bartle Wells Associates, Inc. at an approximate cost of $49,600, with a budget contingency amount of $5,400 for potential additional services to be administered by the City Manager, for a total of $55,000 to be allocated from the Wastewater Enterprise Fund 106.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Riverbank hereby awards the Financial Security Package for the Regional Recycled Water Project – Phase I contract to Bartle Wells Associates, Inc., authorizes the City Manager to execute this contract, and appropriates $55,000 from the Wastewater Enterprise Fund.

CC/LRA – 02/08/21
CC Resolution No. 2022-
PASSED AND ADOPTED by the City Council of the City of Riverbank at a regular meeting held on the 8th day of February, 2022; motioned by Councilmember ________, seconded by Councilmember _________, and upon roll call was carried by the following City Council vote of :

AYES:

NAYS:

ABSENT:

ABSTAINED:

ATTEST: APPROVED:
______________________ ______________________
Kathy L. Teixeira Richard D. O’Brien
Interim City Clerk Mayor
Attachment: Consultant Agreement
Proposal for
Financial Security Package Preparation
January 18th, 2022
January 18, 2022
City of Riverbank
6707 3rd Street
Riverbank, CA 95367
Attn:    Michael Riddell
Re: Request for Proposals for Financial Security Package Preparation Bartle Wells Associates(BWA) is pleased to submit this proposal for Financial Security Package Preparation to the City of Riverbank (City).  For more than 50 years, our firm has specialized in providing independent financial and utility rate consulting services to California water and wastewater agencies. We offer an unmatched level of financial planning expertise and are the only firm in California to provide both financial advisory services for project financing as well as utility rate consulting services.

We have helped a number of agencies develop strategic financial plans to address escalating costs related to operating and long‐term infrastructure needs.  We have also assisted many agencies in modifying their existing rate structures to provide a better balance of revenue stability, customer equity, and to compliance with the evolving interpretations of Proposition 218. Our rate studies are based on a comprehensive analysis of each agency’s costs, customer base characteristics, and demands to ensure rate structure recommendations reflect local needs and objectives.

We are very interested in working with the City on this project and hope this proposal provides a suitable basis for our selection.

Sincerely,
Douglas Dove, PE, CIPMA   Erik Helgeson, MBA
Principal/ President Assistant Vice President
2625 Alcatraz Ave, #602
Berkeley, CA 94705
Tel 510 653 3399
www.bartlewells.com
Table of Contents
PROJECT UNDERSTANDING.................................................................................1 Project Process & Objectives................................................................................................................... 1 SECTION 1:  DETAILED WORK PLAN.....................................................................2 TASK A.  PROJECT INITIATION & DATA COLLECTION ............................................................................... 2 TASK B.  Determination of the Recycled Water Enterprise Fund Formation .......................................... 2 TASK C.  Preparation of the Financial Security Package .......................................................................... 3 TASK D.  LONG‐RANGE FINANCIAL PLAN................................................................................................. 3 TASK E.  COST‐OF‐SERVICE ALLOCATION................................................................................................. 4 TASK F.  RATE DESIGN.............................................................................................................................. 4 TASK G.  PRESENTATIONS & PUBLIC OUTREACH..................................................................................... 5 SECTION 2:   QUALIFICATIONS AND PERSONNEL .................................................7 BARTLE WELLS ASSOCIATES..................................................................................................................... 7 PROJECT TEAM......................................................................................................................................... 9 RESUMES................................................................................................................................................ 10 SECTION 3:  REFERENCES...................................................................................13 SECTION 4:  STUDY SCHEDULE...........................................................................15 BARTLE WELLS ASSOCIATES Page 1
City of Riverbank – Financial Security Package Preparation

PROJECT UNDERSTANDING
Project Process & Objectives
BWA will develop a comprehensive, cost of service based sewer rate study with the goal of helping the City implement a series of rates for upcoming years that a) fund the City’s projected costs of providing service, b) maintain financial stability, and c) are fair to all customers.  Our general rate study process is summarized in the following graphic:

Key tasks of our study will include:
• Determination of the Recycled Water Enterprise Fund Formation:  BWA will provide assistance and support to City for the formation of a recycled water rate structure. City assistance would include an initial evaluation of whether a separate enterprise fund should be developed, and if so, Consultant shall make a determination of rates for the recycled water delivery in satisfaction of the Proposition 218 process.
• Preparation of the Financial Security Package:  BWA will provide preparation and completion of the Financial Security Package responsibilities shall follow the general format as required by the CWSRF. • 10‐year Financial Plan:  Develop comprehensive 10‐year financial plan for the City’s and sewer utility.

The plans will facilitate evaluation of a range of scenarios and assumptions, and serve as financial roadmaps for funding projected operating, maintenance and capital programs while maintaining long‐ term financial stability.  The financial plan will include evaluation of financing alternatives for capital projects, recommendation of fund reserve targets, and development of a strategy for funding long‐ term repairs, replacements, and other capital needs.
• Cost of Service Rate Analysis:  Develop an updated cost‐of‐service analysis to support proposed sewer rates.  The goal will be to recommend rates that a) reflect the underlying costs of providing service, b) are fair and equitable to all customers, c) are easy to understand and administer, d) provide a prudent balance of conservation incentive and revenue stability, and e) comply with the substantive legal requirements
• Build Consensus for Final Recommendations:  BWA has a strong track record of building consensus and public acceptance for final recommendations.  Rate and fee adjustments can be controversial.  We have found that ratepayers are more accepting of rate increases when they both understand the need for the increases and believe they are being treated fairly.  BWA will present a summary of recommendations at Council meetings and can assist with public outreach efforts.  Our goal will be to build consensus and public acceptance for final recommendations.

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City of Riverbank – Financial Security Package Preparation Section 1:  Detailed Work Plan
This section presents our methodology and proposed scope of services that we believe will form a sound basis for completing this assignment as well as a schedule to complete the scope.  We will work with the City to finalize a scope of services that meets the objectives and schedule desired.  Our completed study will provide a set of legally defensible documents that outline a comprehensive, reasonable financial plan attainable through sound, industry‐standard recommendations for the City.  Our proposal takes into account variable and fixed charges, different assumptions regarding future capital investments, recent court rulings, and Proposition 218 compliance.  Assistance from the project team will be required to gather data and to provide feedback on rate recommendations at regularly scheduled progress calls.

TASK A.  PROJECT INITIATION & DATA COLLECTION

1. Project Team Orientation
To initiate our work, hold a kickoff meeting with City staff and others as appropriate, to accomplish the following:
• Identify members of City staff, City Council members/subcommittees, engineering consultants, and other consultants/advisors who will participate in the project • Determine the roles and responsibilities of all project participants • Identify other parties who may have a significant interest in the project, such as community groups, business organizations, and large customers
• Establish project schedule and key milestone dates
• Confirm the key goals and expectations of the project team

2. Investigation and Data Collection
Assemble the information necessary to understand the wastewater system, finances, customers and usage, rate and fee structures, and legal agreements with other agencies.  Assistance and cooperation of staff will be needed to assemble the relevant background information.  The objectives of investigation and data collection are to develop a complete understanding of each utility and its costs, and to reach an agreement on basic assumptions to be used in the study.  Information to be reviewed includes the following:
• Cost information: budgets, audits, financial statements, internal finance projections, capital improvement plans, and engineering master plans
• Revenue sources: schedule of fees and rates, interest earnings, grants and/or debt proceeds TASK B.  Determination of the Recycled Water Enterprise Fund Formation BWA will provide assistance and support to City for the formation of a recycled water rate structure. City assistance would include an initial evaluation of whether a separate enterprise fund should be developed, and if so, Consultant shall make a determination of rates for the recycled water delivery in satisfaction of the Proposition 218 process.

BARTLE WELLS ASSOCIATES Page 3
City of Riverbank – Financial Security Package Preparation TASK C.  Preparation of the Financial Security Package
BWA will provide preparation and completion of the Financial Security Package responsibilities shall follow the general format as required by the CWSRF.

TASK D.  LONG‐RANGE FINANCIAL PLAN

1. Develop Forecasts and Projections
Based on evaluation of the data assembled and input provided by staff and other members of the project team, prepare forecasts and projections to be used in the development of financial projections for the City’s enterprises.  Develop projections for the following areas (and others as appropriate):

Capital Improvement Funding Needs:  Identify latest capital improvement plan costs by year.  Work with staff to identify key alternatives for financial evaluation.   Based on input from City staff, determine a reasonable amount to include for future, ongoing capital repairs and replacements.  BWA often recommends that agencies phase in funding for long‐term system rehabilitation as rates are gradually increased.

Growth and Development/Redevelopment:  Evaluate historical growth trends and develop appropriate and conservative assumption for future development and redevelopment that can be incorporated into the financial plan/rate model.  Evaluate impact of faster and slower growth rates.

Cost Escalation Factors:  Review historical cost trends and work with project team to develop reasonable cost escalation factors for both operating and capital expenditures.  Work with staff to estimate potential new operating costs, such as new staffing projections and O&M costs related to planned capital improvements, or costs for complying with future permit requirements.

Review projections with City staff for agreements on assumptions, interpretation of data, and completeness of approach.

2. Evaluate Financing Alternatives for Capital Improvements Evaluate options for financing proposed capital improvement projects.  Our evaluation will:
 Estimate the amount and timing of any debt, if needed, to finance capital projects.  Evaluate the alternative borrowing methods available including bonds, COPs, state and federal funding programs, bank loans and lines of credit, and other options.  Recommend the appropriate type of debt and its term and structure (for financial planning purposes).  Evaluate possible combinations of financing methods, such as prudent use of pay‐as‐you‐go cash funding supplemented by debt financing, when appropriate

3. Review and Update Fund Reserve Targets
Evaluate the adequacy of the City’s current fund reserves.  As warranted, identify alternatives and update minimum fund reserve targets based on updated operating and capital funding projections.  Develop an implementation plan for achieving and maintaining the recommended reserve fund levels.

4. Develop Long‐Range Cash Flow Projections
BWA will develop cash flow projections showing the financial position of the City over the next ten years.

The cash flows will project fund balances, revenues, expenses, and debt service coverage, and will incorporate the forecasts developed with staff input, including funding needs for future repairs and replacements.  After developing a base‐case cash flow scenario, we can develop alternatives for additional evaluation such as capital project alternatives, project financing alternatives and the impacts of different levels of growth etc.  During this phase, BWA will work closely with the project team to develop financial and BARTLE WELLS ASSOCIATES Page 4
City of Riverbank – Financial Security Package Preparation rate projections under alternative scenarios.  BWA typically recommends that rate increases be phased in over time to minimize the annual impact on ratepayers.

5. Evaluate Financial Scenarios & Rate Increase Options Based on the cash flow projections, determine the annual revenue requirements and project overall required rate increases.  Evaluate the financial impact of various financial and rate adjustment alternatives, such as phasing in required rate increases over a number of years.  If appropriate, develop a reduced rate alternative and evaluate impacts on the City’s ability to fund capital projects.

TASK E.  COST‐OF‐SERVICE ALLOCATION
Task C is the “meat” of the rate study that will provide the legal justification for the rates and charges of the City.  BWA will allocate costs based on industry standard practice, guidance from recent court cases, and ease of implementation/practicality.

BWA will provide a detailed, functional cost allocation for operating, capital, debt service, fixed and variable costs.  Functionalized cost categories may include collection, treatment, and customer costs. BWA will determine the units of service and assign costs to each unit of service.  Typical units of service for the wastewater utilities are sewer flow and pollutant loading (BOD and TSS).  We may want to include nitrogen, phosphorous, and ammonia in order to accurately allocate costs.

TASK F.  RATE DESIGN

1. Review of the Existing Utility Rate Structures and Rate Models Perform a review of the existing utility rate structures and discuss advantages and disadvantages compared to other rate approaches.  Summarize and discuss finding with the project team.  Review the existing rate models and most recent rate update.  Evaluate the cost allocation and rate design included in the model for compatibility with BWA recommendations.

2. Conduct Rate Fee Survey of Comparable Utility Agencies Review and summarize other regional and/or comparable agencies.  Summarize results in easily understandable tables and/or charts.

3. Analyze Utility Consumption Data
Evaluate current and historical water usage, winter water consumption for sewer billed flow, utility billing data, and production data to determine reasonable and conservative estimates of demand to use in developing rate options.  Ideally, we would prefer to analyze three years of utility billing data in order to determine slightly conservative demand projections.

4. Identify Utility Rate Structure Modifications and Alternatives Identify alternative rate structures or modifications to the City’s existing rates designed to improve equity and/or better achieve your objectives.  Discuss pros and cons of different rate structure options and their general impacts on different types of customers.  Rate structure options will be refined as the study BARTLE WELLS ASSOCIATES Page 5
City of Riverbank – Financial Security Package Preparation progresses based on input from the study project team and will be evaluated to ensure that any modifications can be accommodated within the City’s billing systems.  Some potential rate structure modifications may include the following:
 Redesigning how much of the revenue is collected from fixed vs. variable charges.  Establishing different wastewater rates for different customer classes with different effluent strength characteristics.

5. Evaluate Customer Equity
Review the fairness of each rate and charge across all customer groups.  Confirm that all customers are charged for service proportional to how they use the utility systems.  If desired, review options to aid in affordability for disadvantaged customers.  Compare typical/sample bills from each customer class to the bills of other local public utilities.  As needed, seek input from vocal customers such as business groups and developers.

6. Develop Preliminary and Final Rate Recommendations
Based on the rate analysis and the financial plan update, develop draft rate recommendations.  The recommendations include a multi‐year phase in of both overall rate increases and proposed rate structure adjustments.  Review preliminary recommendations and key alternatives with the project team and Council. Based on input received, develop final draft utility rate recommendations.

Final rate recommendations will be designed to a) fund the long‐term costs of providing service, b) be fair and equitable to all customers, c) provide a prudent balance of fixed and variable rates, and d) comply with the substantive requirements of Proposition 218 and recent court cases.  Based on input from staff, develop a plan for implementing any rate structure modifications and/or rate adjustments.

7. Evaluate Rate Impacts on Customers
Calculate the rate impacts of each rate alternative on a range of utility customers (e.g. different customer classes, customers with different levels of use, seasonal impacts etc.).  Work with the project team to identify customer and usage profiles to use for calculating the rate impacts.  Discuss additional rate structure adjustments that may reduce the impact on certain customers if warranted and/or requested by the project team.

TASK G.  PRESENTATIONS & PUBLIC OUTREACH

1. Meetings
Meet with the project team to present findings, discuss alternatives and their impacts, gain ongoing input, and develop and hone recommendations.  Meet with and present findings to City.  Our proposal includes a total of five trips to the City.  The final schedule and number of meetings will be determined with input from the project team.  A preliminary meeting/presentation schedule could include: one staff meeting, one community meeting, one workshop/presentation with the City Council/ public, and the Proposition 218 hearing.  The meetings can be determined as needed by the City (e.g., a workshop could be substituted for a project meeting).  BWA will participate in conference calls as needed.  Additional project meetings, meetings/workshops with committees and citizens groups, may also be included if BARTLE WELLS ASSOCIATES Page 6
City of Riverbank – Financial Security Package Preparation warranted by staff.  Meetings can also be combined, e.g. progress meetings can be scheduled on the same day as Council meetings, to reduce costs.

Presentations will provide brief background and study objectives, make a clear case why rate increases are needed, describe the rate structure (and potentially key alternatives) approved by the project team, show rate impacts on various customer profiles, present findings of the rate survey, and discuss related financial and policy recommendations.  We have substantial experience in presenting our findings to both technical and governing boards and to audiences without a background in utility rates or finances.

2. Prepare Draft and Final Reports
Submit a draft summary report for project team review and feedback.  The report will summarize key findings and recommendations and discuss key alternatives when applicable.  Receive input on draft report from the project team and Council.  Prepare final reports incorporating feedback received.  We will provide copies of both the draft and final reports and electronic versions to the entities.

3. Compliance with Proposition 218
Proposition 218 establishes requirements for adopting or increasing property‐related fees and charges.  In July 2006, the California Supreme Court ruled that rates are subject to Proposition 218 (Articles XIIIC and XIIID of the State constitution).  Proposition 218 requires that the City: 1) mail notification of proposed rate increases and the date, time, and place of public hearing to all affected property owners (and potentially ratepayers who are renters that pay utility bills); 2) hold a public hearing not less than 45 days after the notices are mailed; and 3) subject the rate increases to majority protest; if more than 50% of property owners submit written protests, the proposed rate increases cannot be adopted.

BWA remains available to assist staff with drafting the Proposition 218 rate notice.  BWA recommends the notice go beyond the minimum legal requirements and provide clear and concise explanation of the reasons for any rate adjustments.  We have found that ratepayers are generally much more accepting of rate increases when they understand why they are being implemented.

4. Public Education and Consensus‐Building
Rate and fee adjustments are often controversial.  BWA has extensive experience developing clear presentations that facilitate public understanding of the need for rate increases.  We understand the importance of building consensus and public acceptance for our recommendations and can assist staff in developing public education materials. Holding community workshops or open houses are effective tools to help to help the community understand the needs of the agency. BWA is always willing to support and attend additional community outreach meetings on a time and expense basis.

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City of Riverbank – Financial Security Package Preparation Section 2:   QUALIFICATIONS AND PERSONNEL

BARTLE WELLS ASSOCIATES
Leaders in Water, Wastewater & Stormwater Rates and Finance Bartle Wells Associates (BWA) is an independent financial advisory firm with expertise in the areas of water, wastewater, and solid waste finance.  BWA was established in 1964 and has over 50 years of experience advising cities, special districts, and other agencies on the complexities and challenges in public finance.  We have advised over 600 public agency clients throughout California and the western United States.  We have a diversity of abilities and experience to evaluate all types of financial issues faced by local governments and to recommend the best and most‐practical solutions.

Bartle Wells Associates has a highly qualified professional team of five consultants.   Our educational backgrounds include finance, civil engineering, business, public administration, public policy, and economics.

BWA specializes in three professional services: utility cost‐of‐service rate and fee studies, financial plans, and project financing.  We are one of the few independent financial advisors providing all three of these interrelated services to public agencies.

RATE AND FEE STUDIES   Ourrate studies employ a cost‐of‐service approach and are designed to maintain the long‐term financial health of a utility enterprise while being fair to all customers.  We develop practical recommendations that are easy to implement and often phase in rate adjustments over time to minimize the impact on ratepayers.  We also have extensive experience developing impact fees that equitably recover the costs of infrastructure required to serve new development.  BWA has completed hundreds of utility  rate and fee studies.  We have helped communities implement a wide range of rate structures and are knowledgeable about the legal requirements governing rates and impact fees.  We develop clear, effective presentations and have represented public agencies at hundreds of public hearings to build consensus for our recommendations.

FINANCIAL PLANS Our financial plans provide agencies with a flexible roadmap for funding long‐term operating and capital needs.  We evaluate the wide range of financing options available, develop a plan that recommends the best financing approach, and clearly identify the sources of revenue for funding projects and repaying any debt.   We also help agencies develop prudent financial policies, such as fund reserve targets, to support sound financial management.  BWA has developed over 2,000 utility enterprise financial plansto help public agenciesfund their operating and capital programs, meet debtservice requirements, and maintain long‐term financial health.

PROJECT FINANCING   Our project financing experience includes over 300 bond sales and numerous bank loans, lines of credit, and a range of state and federal grant and loan programs.  We generally recommend issuing debt via a competitive sale processto achieve the lowest cost financing possible.  To date, we have helped California agencies obtain over $5 billion of financing via bonds, bank loans/private BWA Key Services
Rate & Fee Studies
Financial Plans
Project Financing
BARTLE WELLS ASSOCIATES Page 8
City of Riverbank – Financial Security Package Preparation placements, lines of credit, low‐rate State Revolving Fund Loans, and other funding programs.  We work only for public agencies; we are independent financial advisors and do not buy, trade, or resell bonds.  Our work is concentrated on providing independent advice that enables our clients to finance their projects on the most favorable terms—lowest interest rates, smallest issue size, and greatest flexibility.

Bartle Wells Associates is a charter member of the National Association of Municipal Advisors (NAMA), which establishes strict criteria for independent advisory firms.  All of our lead consultants are Certified Independent Professional Municipal Advisors and are Registered Municipal Advisors.

Bartle Wells Associates is committed to providing value and the best advice to our clients.  Our strength is quality—the quality of advice, service, and work we do for all our clients.

EXPERIENCE   BWA has extensive experience developing long‐ term financial plans, utility rates, and capacity fees for public agencies from all areas of California and the western U.S.  In recent years, we have completed assignments for many agencies including:

Sample Water/Sewer/ Stormwater Districts
 San Miguel Community Services District
 Union Sanitary District
 Monterey One Water
 Alameda County Water District
 Cambria Community Services District
 Sonoma County Water Agency
 Mid‐Peninsula Water District
 Silicon Valley Clean Water
 Napa Sanitation District
 East Bay Municipal Utility District
 Sausalito‐Marin City Sanitary District
 Union Sanitary District
 Novato Sanitary District
 Montara Water & Sanitary District
 West Valley Sanitation District
 Joshua Basin Water District
 Ramona Municipal Water District
 South San Luis Obispo County San District
 San Francisco Public Utilities Commission
Sample Cities
 City of Modesto
 City of Petaluma
 City of Fresno
 City of Davis
 City of Benicia
 City of Solvang
 City of Morro Bay
 City of Berkeley
 City of San Carlos
 City of Monterey
 City of Sunnyvale
 City of Millbrae
 City of Vacaville
 City of Santa Clara
 City of Glendale
 Town of Woodside
 City of Calistoga
 City of San Mateo
 City of Mountain View
BWA has served
over 550 public
agencies
throughout
California and
the western
United
States.

BARTLE WELLS ASSOCIATES Page 9
City of Riverbank – Financial Security Package Preparation

PROJECT TEAM
BWA uses a team approach for most projects, typically assigning two consultants to each assignment, including at least one principal consultant.  Our general project approach is to work closely with staff and other members of the project team to: identify objectives, set milestones, have frequent communication, and remain flexible to resolve unanticipated issues.

Bartle Wells Associates has a highly qualified professional team.   Our education and backgrounds include finance, civil engineering, business, public administration, public policy, and economics.   Bartle Wells Associates has a long track record of completing projects on time and on or under budget.

Our consulting staff is available to assist on this project as needed to ensure all project work and deliverables are completed on schedule.

Doug Dove, Principal in Charge
Doug Dove is President of BWA and one of BWA’s principal consultants. He has more than 30 years of professional experience, specializing in all areas of public finance, including utility rate setting, capacity fee implementation, strategic financial planning, and infrastructure financing. He has extensive experience developing strategic financial plans and utility rate studies and has consulted for more than 150 California agencies.  Doug has substantial experience working with public agency staff and governing bodies to build understanding and consensus for recommendations.

Erik Helgeson, Senior Project Manager
Erik Helgeson is an Assistant Vice President of BWA with 11 years of experience.  He specializes in developing long‐term financial models and utility rates based on a cost of service approach. His experience includes working as a senior finance analyst for Denver Water in the rates and charges group and as a utility rate consultant in Colorado and California. His prior experience working for a utility gives him a unique perspective on the internal challenges a utility faces when implementing a study’s recommendations. He currently serves on American Water Works Association’s Rates and Charges Committee.

Principal in Charge
Doug Dove, PE, CIPMA
Project Manager
Erik Helgeson
Analytical Support
Additional BWA Staff
Available as Needed
BARTLE WELLS ASSOCIATES Page 10
City of Riverbank – Financial Security Package Preparation

RESUMES
DOUGLAS R. DOVE
Principal Consultant
Douglas R. Dove is President of Bartle Wells Associates and directs the operation of the firm while maintaining a principal consultant’s role.  With over 30 years of consulting experience, he specializes in utility rate analysis,strategic financial planning, and project financing.  Mr. Dove has developed utility rate structures and financing plans for a wide variety of public infrastructure programs.  He has managed the procurement of over $1 billion in municipal debt and over $300 million in state and federal grants and low‐interest loans.  Mr. Dove frequently shares his expertise and has given presentations at conferences including the Association of California Water Agencies (ACWA), the American Water Works Association (AWWA), the California Association of Sanitation Agencies (CASA), the California Municipal Rates Group (CMRG), the California Special District’s Association (CSDA), the California Municipal Treasurers Association (CMTA), the California Water Environment Association (CWEA) and Water Reuse.  By special request in July 2015, Mr. Dove made a presentation to the California Water Resources Control Board regarding water conservation pricing.  Mr. Dove is also a published author of a water rate paper in the Journal of the American Water Works Association (Implementing Consumption‐Based Fixed Ratesin Davis, Calif.). Mr. Dove’s expertise also includes assisting agencies in securing state and federal grants and loans and in issuing certificates of participation (COPs), revenue bonds, general obligation bonds, assessment district bonds, Marks‐Roos revenue bonds, CFD (Mello‐Roos) bonds, private placement loans and other types of debt. Mr. Dove recently finished his term on the board of directors of the National Association of Municipal Advisors (NAMA).

Education
M.S., Civil Engineering ‐ University of California, Berkeley B.S., Civil Engineering – Drexel University, Philadelphia, PA Representative Projects
 City of Modesto: Provided rate expert litigation support in wastewater rate litigation.  Developed water and wastewater cost‐of‐service and capacity fee studies.  Modesto Irrigation District: Developed cost allocation methodology between the district’s domestic water, irrigation, and electric enterprises.
 City of Davis: Comprehensive water rate study developed with a 15‐member Water Advisory Committee.  Completed a water capacity fee study for the City as well.  Big Bear City CSD, CA: Water, sewer and solid waste cost‐of‐service rate studies  Pico Water District, CA: Water financial plan and cost‐of‐service rate study  City of Placerville: Wastewater rate study and capacity fees  Napa‐Berryessa Resort Improvement District: Developed financing plan for water and wastewater public‐private partnership (P3).   Prepared assessment engineers report.   Formed an assessment district and secured $11.1 million in federal funding from US Department of Agriculture.  City of American Canyon: Comprehensive, multi‐year water and wastewater rate study.  Madera County, CA: Rate studies for twenty‐three of the county’s water and sewer special service districts
 City of Patterson:  Water and wastewater rate studies and five‐year financing plans.  City of San Juan Bautista: Water and Wastewater rate and capacity fee studies, DIF study, Revenue bonds for water and wastewater projects, continuing disclosure services.  Del Paso Manor Water District: Comprehensive water financial plan and rate study.

BARTLE WELLS ASSOCIATES Page 11
City of Riverbank – Financial Security Package Preparation  Browns Valley ID: Water rate study
 Rio Linda/ Elverta Community Water District: Comprehensive water financial plan, connection fee and rate study.
 City of Imperial, CA: Water and wastewater financial plans and rate studies.  East Bay Municipal Utility District: Comprehensive water rate study and AB 1600 capacity fee review, Wastewater cost‐of‐service review and capacity fee review, various other financial studies  City of Santa Barbara: Comprehensive water rate and capacity fee study.  Newhall County Water District: Provided rate expert litigation support in water rate litigation.  City of Monterey: Developed financing plan and rate study for $20 million wastewater pipeline rehabilitation project.
 San Miguel Community Services District, CA: Water and wastewater financial plans and rate studies.  City of Santa Clara: Wastewater rate and capacity fee study.  City of Gilroy: Water and wastewater rate studies.
 West Valley Sanitation District (Campbell, CA):  Wastewater rate study, financing plan and bond issuance.
 City of Calistoga:  Long range utility financial plan, water and wastewater rates, secured financing for WW treatment plant upgrade ($6 million SRF loan, $3 million Small Community Grant, $3.5 million revenue bonds).
 El Dorado Irrigation District:  Water and wastewater rate studies.  Lake Arrowhead Community Services District:   Financial master plan, $28 million revenue bond refinancing and water and wastewater rate studies.
 California Statewide Communities Development Authority:  Financial advisor for statewide pooled revenue bond program (over $250 million issued for over 32 borrowers).  South Bay Water Recycling Program, Phases 1 & 2:  Financial plan and rate study for $200+ million regional (San Jose area) wastewater recycling program.
 City of Tulare:   Financial advisor to the city, sale of $63 million in bonds (3 issues), water and wastewater rate studies.
 Big Bear Area Regional Wastewater Agency:  Regional wastewaterrate study,sale of bonds(2 issues) and bank loans(2 loans).

Professional Memberships
 National Association of Municipal Advisors (former Board Member)  League of California Cities
 American Water Works Association
 Association of California Water Agencies
 California Water Environment Association
 California Association of Sanitation Agencies
 California Special Districts Association
 Water Reuse Association
Certifications
Certified Independent Professional Municipal Advisor (CIPMA), Registered Professional Engineer (PE) in California (PE# 45642) and MSRB ‐Registered Municipal Advisor – Series 50 BARTLE WELLS ASSOCIATES Page 12
City of Riverbank – Financial Security Package Preparation ERIK W. HELGESON
Senior Project Manager
Erik Helgeson an assistant vice president of Bartle Wells and Associates. His areas of expertise include the development of financial plans, ratemaking, and policy solutions for water, stormwater and wastewater utilities.  He has eleven years of utility finance experience as a finance analyst at Denver Water and now as a utility rate consultant. Erik has extensive expertise in working with executive level staff and assisting in strategic decisions. He serves on the American Water Works Association (AWWA) Rates and Charges Committee and has presented at the Utility Management Conference.

Education
M.B.A., Entrepreneurship – University of Colorado, Denver B.A., Business Administration – Gonzaga University
Representative Projects
 City of Modesto, CA: Analytical support for water and wastewater financial plans and rate studies  Modesto Irrigation District: Designed an allocation methodology between the district’s domestic water, irrigation, and electric enterprises.
 City of Placerville, CA: Analytical support for water financial plans and rate studies.  Big Bear City CSD, CA: Water, sewer and solid waste cost‐of‐service rate studies  Pico Water District, CA: Water financial plan and cost‐of‐service rate study  City of Hemet, CA: Water budget rate design and cost of service study  City of Vacaville, CA: Water and wastewater capacity fee studies  Union Sanitary District, CA: Wastewater capacity fee study  San Luis Water District, CA: Prop. 218 Assessment Election  City of Imperial, CA: Lead consultant providing water and wastewater financial plans and rate studies  Madera County, CA: Lead consultant providing rate studies for twenty‐three of the county’s water and sewer special service districts
Public Utility Experience
Denver Water, Denver, CO:

Senior Finance Analyst‐ Assisted with the annual cost of service study and financial plan, provided regular revenue reports, and oversaw the gathering and reporting of metrics to support Denver Water’s organizational improvement initiatives. As the lead analyst on the initiative to change the rate design he facilitated research (customer survey and affordability study), performed rate design analysis, and assisted with stakeholder outreach (municipalities, customers, business representatives, non‐profits, and Denver Water executives and Board) which led to the adoption of new rate structures. He coordinated the implementation efforts between various business units to ensure a successful rollout of the new rates and rate structures.

Professional Memberships
American Water Works Association – Member of Rates and Charges Committee Certifications
MSRB‐Registered Municipal Advisor (Series 50)
BARTLE WELLS ASSOCIATES Page 13
City of Riverbank – Financial Security Package Preparation Section 3:  References
West Valley Sanitation District, CA
WVSD provides wastewater collection and disposal services for the cities of Campbell, Monte Sereno, Los Gatos, much of Saratoga and unincorporated areas of the county, serving a population of approximately 109,000. BWA performed a wastewater rate study for the District in 2018. A critical component of this study was ensuring rates would continue to be sufficient to fund the necessary level of infrastructure improvements. A significant component of the infrastructure cost was WVSD’s share of San Jose‐Santa Clara Regional Wastewater Facility costs which had deviated from significantly from the original projection in 2013.

Agency Contact:

John Newby, District Manager
(408) 378‐2407
[email protected]
Pico Water District, CA
Pico Water District (District) provides water distribution and maintenance service to 5,600 customers in Pico Rivera, CA. he District pumps all of its water from the underground aquifer known as the Central Basin, which is an adjudicated water basin. The District contracted Bartle Wells Associates (BWA) to conduct a water rate study which recommended rates sufficient to support capital projects and complied with Proposition 218. BWA provided several rate structure recommendations including transitioning to a uniform rate structure. The Pico Water District Board adopted the BWA recommended rates after a successful 218 process.

Contact:

Mark Grajeda, General Manager
Pico Water District
(562) 692‐3756
[email protected]
Big Bear City Community Services District, CA
In 2019, BWA performed comprehensive water, wastewater and solid waste cost‐of‐service rate studies.

BWA recommended a series of rate increases designed to meet each utility’s operating and capital funding needs. BWA also reviewed the water and solid waste rate structures and customers classes and recommended modifications designed to equitably recover the costs of providing service, comply with Proposition 218, and achieve the District’s objectives. BWA assisted the District with the Proposition 218 noticing and the rate adoption process which ultimately resulted in Board’s adoption of recommended rate increases and cost‐of‐service based rate structure modifications.

Contact:

Shari Strain
Finance Officer
909‐585‐6525
[email protected]
BARTLE WELLS ASSOCIATES Page 14
City of Riverbank – Financial Security Package Preparation City of Modesto, CA
In 2015, BWA was retained to work with the City and the Industrial customers to develop a new wastewater rate structure based on the 2014 Tolling Agreement. Working closely with an accountant hired by the City’s large industrial customers, BWA developed a separate large industrial wastewater rate structure and capacity fee schedule for cannery customers. BWA also developed new rates reflecting the City’s tertiary treatment stream and secondary treatment “scalping.” We met with stakeholder groups, the wastewater master planning engineering team, Finance Committee, and City Council on many occasions to vet our recommendations and gain consensus. Our rate study was implemented by City Council April 2016. In 2015, the City retained BWA to conduct a comprehensive water rate study.  The City had not raised rates since 2013 and experienced reduced revenue due to drought conditions. BWA developed drought surcharges and analyzed individualized rate structures for each of the City’s outlying service areas.  A Proposition 218 hearing to adopt proposed rates wassuccessfully completed in Fall 2016.

In 2021 BWA was retained again to perform water and sewer rate studies. BWA is in the process of completing these studies.

Agency Contact:

William Wong, P.E., Sr. Engineer
(209) 571‐5801
[email protected]
City of Davis, CA
For over a year, BWA worked closely with City staff and a 15‐member Water Advisory Committee (WAC) to review water rate structure alternatives, evaluate various financing scenarios, and develop a gradually phased‐in set of rate increasesto support the new Woodland‐Davissurface water project. The 2013 water rate study recommended rate increases through 2017/18 to assist the City in obtaining State loans and grants and other debt financing to fund the Woodland‐Davis supply project.

The approved water rate structure and increases were subjected to a legal challenge posed by opponents of the surface water project. In January 2014, the Yolo County Superior Court ruled in favor of the City and found that the water rates complied with the requirements of the CA Constitution (Proposition 218).

In June 2014, the citizens of Davis repealed the March 2013 rates through a ballot Initiative.  Accordingly, BWA worked with the newly formed Utilities Rate Advisory Commission (URAC) to update the projections used in the 2013 study and to develop a new water rate structure. The 2014 update included a uniform block volume rate by customer class and a drought surcharge based on the City’s Water Shortage Contingency Plan. BWA updated the water rate study in 2017 using the rate model developed in 2014.

We are currently contracted to conduct the 2019 Water Rate and Cost of Service Study.

Contact:

Stan Gryczko, Public Works Utilities and Operations Director (530) 757‐5686
[email protected]
Additional References are Available Upon Request
BARTLE WELLS ASSOCIATES Page 15
City of Riverbank – Financial Security Package Preparation Section 4:  Study Schedule
Provided below is a draft timeframe for completion of the Project.  BWA will work with the City to develop a final schedule designed to meet the City’s objectives. BWA has the capacity to complete the projected on a compressed timeline if necessary.

Proposed Project Schedule
PROJECT TASK Q1 2022 Q2 2022 Q3 2022 Q4 2022
Data Collection
Recycled Water Review
Financial security Package
10‐Year Financial Plans
Cost of Service Rate Analysis
Draft, Revised, & Final Reports
Council Meetings and 218 Hearing
Note: Individual project milestones will be established based on consultation with the project team.

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CONSULTANT SERVICES AGREEMENT
City of Riverbank and Bartle Wells Associates, Inc.

CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT (“Agreement”) is made and entered into this ____ day of ___________ 2022, (the “Effective Date”) by and between the City of Riverbank, a California municipal corporation (“City”), and Bartle Wells Associates Inc., a California Corporation (“Consultant”). City and Consultant may herein be referred to individually as a “Party” and collectively as the “Parties”. There are no other parties to this Agreement.

RECITALS
A. City has issued a request for proposals (“RFP”) for consultant services / determined that consultant services are required for the preparation of financial and rate study documents in connection with the Regional Recycled Water Project – Phase I (the “Project”).

B. Consultant has submitted a proposal to City that includes a scope of proposed consultant services, attached hereto and described more fully in Exhibit A (“Services”).

C. Consultant represents that it is qualified, willing and able to provide the Services to City, and that it will perform Services related to the Project according to the rate schedule attached hereto and described more fully in Exhibit B (the “Rates”).

NOW, THEREFORE, in consideration of the promises and covenants set forth below, the Parties agree as follows:

AGREEMENT

1. Consulting Services. Consultant agrees, during the term of this Agreement, to perform the Services for City in connection with the Project. Any request for services in addition to the Services described in Exhibit A will be considered a request for additional consulting services and not compensated unless the Parties otherwise agree in writing. No subcontract shall be awarded or an outside consultant engaged by Consultant unless prior written approval is obtained from City.

2. Compensation. City shall pay Consultant according to the fee schedule set forth in the Rates, as full remuneration for the performance of the Services, with a total cost not to exceed $49,600.00 for the Services described in Exhibit A. Consultant agrees to maintain a log of time spent in connection with performing the Services. On a monthly basis, Consultant shall provide City, in reasonable and understandable detail, a description of the services rendered pursuant to the Services and in accordance with the Rates. If the work is satisfactorily completed, City shall pay such invoice within thirty (30) days of its receipt. If City disputes any portion of any invoice, City shall pay the undisputed portion within the time stated above, and at the same time advise Consultant in writing of the disputed portion.

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CONSULTANT SERVICES AGREEMENT
City of Riverbank and Bartle Wells Associates, Inc.

3. Reimbursement. Reimbursable expenses related to travel, lodging, conference calls, reproduction and other costs incurred related to Consultant’s performance of the Services in accordance with the Rates with the total fee not to exceed that stipulated in Paragraph 2.

4. Confidential Information. Consultant understands and agrees that, in the performance of Services under this Agreement or in the contemplation thereof, Consultant may have access to private or confidential information that may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City (“Confidential Information”).

Consultant shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Consultant written authorization to make any such disclosure, Consultant shall do so only within the limits and to the extent of that authorization. Such authorization does not guarantee that the City will grant any further disclosure of Confidential Information. Consultant may be directed or advised by the City Attorney on various matters relating to the performance of the Services on the Project or on other matters pertaining to the Project, and in such event, Consultant agrees that it will treat all communications between itself, its employees and its subcontractors as being communications which are within the attorney-client privilege.

5. Term. This Agreement shall become effective on the Effective Date and will continue in effect until the Services provided herein have been completed, unless terminated earlier as provided in Section 6 or 7 below (the “Term”).

6. Termination. City may terminate this Agreement prior to the expiration of the Term (“Termination”), without cause or reason, by notifying Consultant in writing of City’s desire to terminate this Agreement (the “Termination Notice”). Upon receipt of a Termination Notice, Consultant shall immediately cease performing the Services. Consultant will be entitled to compensation, as of the date Consultant receives the Termination Notice, only for Services actually performed.

7. Termination for Cause. Notwithstanding Section 6 above, this Agreement may be terminated by City for cause based on the loss or suspension of any licenses, permits or registrations required for the continued provision of the Services, or Consultant’s malfeasance.

Termination of the Agreement for cause as set forth in this Section shall relieve City from compensating Consultant.

8. Performance by Key Employee. Consultant has represented to City that Erik Helgeson will be the person primarily responsible for the performance of the Services and all communications related to the Services. City has entered into this Agreement in reliance on that representation by Consultant.

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CONSULTANT SERVICES AGREEMENT
City of Riverbank and Bartle Wells Associates, Inc.

9. Property of City. The following will be considered and will remain the property of City:

A. Documents. All reports, drawings, graphics, working papers and Confidential Information furnished by City in connection with the Services (“Documents”).

Nothing herein shall be interpreted as prohibiting or limiting City’s right to assign all or some of City’s interests in the Documents.

B. Data. All data collected by Consultant and produced in connection with the Services including, but not limited to, drawings, plans, specifications, models, flow diagrams, visual aids, calculations, and other materials (“Data”). Nothing herein shall be interpreted as prohibiting or limiting City’s right to assign all or some of City’s interests in the Data.

C. Delivery of Documents and Data. Consultant agrees, at its expense and in a timely manner, to return to City all Documents and Data upon the conclusion of the Term or in the event of Termination.

10. Duties of City. In order to permit Consultant to render the services required hereunder, City shall, at its expense and in a timely manner:

A. Provide such information as Consultant may reasonably require to undertake or perform the Services;

B. Promptly review any and all documents and materials submitted to City by Consultant in order to avoid unreasonable delays in Consultant’s performance of the Services; and C. Promptly notify Consultant of any fault or defect in the performance of Consultant’s services hereunder.

11. Representations of Consultant. City relies upon the following representations by Consultant in entering into this Agreement:

A. Qualifications. Consultant represents that it is qualified to perform the Services and that it possesses the necessary licenses, permits and registrations required to perform the Services or will obtain such licenses or permits prior to the time such licenses or permits are required. Consultant represents and warrants to City that Consultant shall, at Consultant’s sole cost and expense, keep in effect or obtain at all times during the Term of this Agreement, any licenses, permits, and registrations that are legally required for Consultant to practice Consultant's profession at the time the Services are rendered.

B. Consultant Performance. Consultant represents and warrants that all Services under this Agreement shall be performed in a professional manner and shall conform to the customs and standards of practice observed on similar, successfully completed projects by specialists in the Services to be provided. Consultant shall adhere to accepted professional standards as set forth by relevant professional associations and shall perform all Services required under this Agreement in a manner consistent with generally accepted professional customs, DRAFT

CONSULTANT SERVICES AGREEMENT
City of Riverbank and Bartle Wells Associates, Inc.

procedures and standards for such Services. All work or products completed by Consultant shall be completed using the best practices available for the profession and shall be free from any defects. Consultant agrees that, if a Service is not so performed, in addition to all of its obligations under this Agreement and at law, Consultant shall re-perform or replace unsatisfactory Service at no additional expense to City.

12. Compliance with Laws and Standards. Consultant shall insure compliance with all applicable federal, state, and local laws, ordinances, regulations and permits, including but not limited to federal, state, and county safety and health regulations. Consultant shall perform all work according to generally accepted standards within the industry. Consultant shall comply with all ordinances, laws, orders, rules, and regulations, including the administrative policies and guidelines of Client pertaining to the work.

13. Independent Contractor; Subcontracting. Consultant will employ, at its own expense, all personnel reasonably necessary to perform the Services. All acts of Consultant, its agents, officers, employees and all others acting on behalf of Consultant relating to this Agreement will be performed as independent contractors. Consultant, its agents and employees will represent and conduct themselves as independent contractors and not as employees of City. Consultant has no authority to bind or incur any obligation on behalf of City. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Consultant is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is expressly approved by City in writing.

14. Insurance. Consultant and all of Consultant’s contractors and subcontractors shall obtain and maintain insurance of the types and in the amounts described in this paragraph and its subparagraphs with carriers reasonably satisfactory to City.

A. General Liability Insurance. Consultant shall maintain occurrence version commercial general liability insurance or an equivalent form with a limit of not less than Two Million Dollars ($2,000,000) per claim and Two Million Dollars ($2,000,000) for each occurrence.

B. Workers’ Compensation Insurance. Consultant shall carry workers’ compensation insurance as required by the State of California under the Labor Code. Consultant shall also carry employer’s liability insurance in the amount of One Million Dollars ($1,000,000.00) per accident, with a One Million Dollar ($1,000,000.00) policy limit for bodily injury by disease, and a One Million Dollar ($1,000,000.00) limit for each employee’s bodily injury by disease.

C. Errors and Omissions Liability. Consultant shall carry errors and omissions liability insurance in the amount of no less than One Million Dollars ($1,000,000.00) per occurrence or greater if appropriate for the Consultant's profession. Architects and engineers coverage is to be endorsed to include contractual liability. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the DRAFT

CONSULTANT SERVICES AGREEMENT
City of Riverbank and Bartle Wells Associates, Inc.

insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, elected and appointed councils, commissions, directors, officers, employees, agents, and representatives (“City’s Agents”); or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claims administration and defense expenses.

D. Other Insurance Requirements. Within five (5) days of the Effective Date, Consultant shall provide City with certificates of insurance for all of the policies required under this Agreement (“Certificates”), excluding the required worker’s compensation insurance.

Such Certificates shall be kept current for the Term of the Agreement and Consultant shall be responsible for providing updated copies and notifying City if a policy is cancelled, suspended, reduced, or voided. With the exception of the worker’s compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such; (b) name City, and City’s Agents as additional insureds with respect to liability arising out of Services, work or operations performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied, or used by the Consultant, or automobiles owned, leased, or hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City; (c) be primary with respect to any insurance or self-insurance programs covering City or City’s Agents and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of Consultant’s insurance and shall not contribute to it; (d) contain standard separation of insured provisions; and (e) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to the City.

15. Indemnification. Consultant hereby agrees to indemnify and hold harmless City, its agents, officers, employees and volunteers, against all liability, obligations, claims, loss, and expense (a) caused or created by Consultant, its subcontractors, or the agents or employees of either, whether negligent or not, pertaining to or related to acts or omissions of Consultant in connection with the Services, or (b) arising out of injuries suffered or allegedly suffered by employees of Consultant or its subcontractors (i) in the course of their employment, (ii) in the performance of work hereunder, or (iii) upon premises owned or controlled by City. Consultant’s obligation to defend, indemnify and hold City and its agents, officers, employees and volunteers harmless is not terminated by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

16. Consequential Damages. Notwithstanding any other provision of this Agreement, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed in connection with this Agreement.

17. Litigation. In the event that either Party brings an action under this Agreement for the breach or enforcement hereof, or must incur any collection expenses for any amounts due DRAFT

CONSULTANT SERVICES AGREEMENT
City of Riverbank and Bartle Wells Associates, Inc.

hereunder the prevailing Party in such action shall be entitled to its costs including reasonable attorney’s fees, whether or not such action is prosecuted to judgment.

18. Notices. Any notice or communication required hereunder between City or Consultant must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express, UPS or other similar couriers providing overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. Notices given by registered or certified mail shall be deemed to have been given and received on the first to occur of (a) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, (b) on the date delivered as shown on a receipt issued by the courier, or (c) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at the addresses in this paragraph set forth below:

If to City: City of Riverbank
6707 Third Street
Riverbank, CA 95367
Attn: City Clerk
With courtesy copies to: City of Riverbank
6707 Third Street
Riverbank, CA 95367
Attn: City Manager
And to: Churchwell White LLP
1414 K Street, 3rd Floor
Sacramento, California 95814
Attention: Douglas L. White, Esq.

If to Consultant: Bartle Wells Associates, Inc.
2625 Alcatraz Ave., #602
Berkeley, CA 94705
Attention: Douglas Dove

19. General Provisions.

A. Modification. No alteration, modification, or termination of this Agreement shall be valid unless made in writing and executed by all Parties.

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CONSULTANT SERVICES AGREEMENT
City of Riverbank and Bartle Wells Associates, Inc.

B. Waiver. The waiver by any Party of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

C. Assignment. No Party shall assign, transfer, or otherwise dispose of this Agreement in whole or in part to any individual, firm, or corporation without the prior written consent of the other Party. Subject to the forgoing provisions, this Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Parties.

D. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California.

E. Venue. Venue for all legal proceedings shall be in the Superior Court of California for the County of Stanislaus.

F. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

G. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

H. Severability. If any term, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, the remainder of this Agreement shall remain in effect.

I. Audit. City shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant’s charges to City under this Agreement.

J. Entire Agreement. This Agreement sets forth the entire understanding between the Parties as to the subject matter of this Agreement and merges all prior discussions, negotiations, proposal letters or other promises, whether oral or in writing.

K. Headings Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

L. Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.

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CONSULTANT SERVICES AGREEMENT
City of Riverbank and Bartle Wells Associates, Inc.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last day and date below written.

CITY:

CITY OF RIVERBANK, a California
municipal corporation
By:

Marisela Garcia, Interim City Manager
Date:

CONSULTANT:

BARTLE WELLS ASSOCIATES, INC., a
California Corporation
By:

Name:

Date:

Approved as to Form:

Tom Hallinan, City Attorney
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EXHIBIT A
Services
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Detailed Work Plan
This section presents our methodology and proposed scope of services that we believe will form a sound basis for completing this assignment as well as a schedule to complete the scope. We will work with the City to finalize a scope of services that meets the objectives and schedule desired. Our completed study will provide a set of legally defensible documents that outline a comprehensive, reasonable financial plan attainable through sound, industry-standard recommendations for the City. Our proposal takes into account variable and fixed charges, different assumptions regarding future capital investments, recent court rulings, and Proposition 218 compliance. Assistance from the project team will be required to gather data and to provide feedback on rate recommendations at regularly scheduled progress calls.

TASK A. PROJECT INITIATION & DATA COLLECTION

1. Project Team Orientation
To initiate our work, hold a kickoff meeting with City staff and others as appropriate, to accomplish the following:
 Identify members of City staff, City Board members/subcommittees, engineering consultants, and other consultants/advisors who will participate in the project  Determine the roles and responsibilities of all project participants  Identify other parties who may have a significant interest in the project, such as community groups, business organizations, and large customers
 Establish project schedule and key milestone dates
 Confirm the key goals and expectations of the project team

2. Investigation and Data Collection
Assemble the information necessary to understand the wastewater system, finances, customers and usage, rate and fee structures, and legal agreements with other agencies. Assistance and cooperation of staff will be needed to assemble the relevant background information. The objectives of investigation and data collection are to develop a complete understanding of each utility and its costs, and to reach an agreement on basic assumptions to be used in the study. Information to be reviewed includes the following:
 Cost information: budgets, audits, financial statements, internal finance projections, capital improvement plans, and engineering master plans
 Revenue sources: schedule of fees and rates, interest earnings, grants and/or debt proceeds TASK B. Determination of the Recycled Water Enterprise Fund Formation BWA will provide assistance and support to City for the formation of a recycled water rate structure. City assistance would include an initial evaluation of whether a separate enterprise fund should be developed, and if so, Consultant shall make a determination of rates for the recycled water delivery in satisfaction of the Proposition 218 process.

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TASK C. Preparation of the Financial Security Package
BWA will provide preparation and completion of the Financial Security Package responsibilities shall follow the general format as required by the CWSRF.

TASK D. LONG-RANGE FINANCIAL PLAN

1. Develop Forecasts and Projections
Based on evaluation of the data assembled and input provided by staff and other members of the project team, prepare forecasts and projections to be used in the development of financial projections for the City’s enterprises. Develop projections for the following areas (and others as appropriate):

Capital Improvement Funding Needs: Identify latest capital improvement plan costs by year. Work with staff to identify key alternatives for financial evaluation. Based on input from City staff, determine a reasonable amount to include for future, ongoing capital repairs and replacements. BWA often recommends that agencies phase in funding for long-term system rehabilitation as rates are gradually increased.

Growth and Development/Redevelopment: Evaluate historical growth trends and develop appropriate and conservative assumption for future development and redevelopment that can be incorporated into the financial plan/rate model. Evaluate impact of faster and slower growth rates.

Cost Escalation Factors: Review historical cost trends and work with project team to develop reasonable cost escalation factors for both operating and capital expenditures. Work with staff to estimate potential new operating costs, such as new staffing projections and O&M costs related to planned capital improvements, or costs for complying with future permit requirements.

Review projections with City staff for agreements on assumptions, interpretation of data, and completeness of approach.

2. Evaluate Financing Alternatives for Capital Improvements Evaluate options for financing proposed capital improvement projects. Our evaluation will:
 Estimate the amount and timing of any debt, if needed, to finance capital projects.  Evaluate the alternative borrowing methods available including bonds, COPs, state and federal funding programs, bank loans and lines of credit, and other options.  Recommend the appropriate type of debt and its term and structure (for financial planning purposes).  Evaluate possible combinations of financing methods, such as prudent use of pay-as-you-go cash funding supplemented by debt financing, when appropriate

3. Review and Update Fund Reserve Targets
Evaluate the adequacy of the City’s current fund reserves. As warranted, identify alternatives and update minimum fund reserve targets based on updated operating and capital funding projections. Develop an implementation plan for achieving and maintaining the recommended reserve fund levels.

4. Develop Long-Range Cash Flow Projections
BWA will develop cash flow projections showing the financial position of the City over the next ten years.

The cash flows will project fund balances, revenues, expenses, and debt service coverage, and will incorporate the forecasts developed with staff input, including funding needs for future repairs and replacements. After developing a base-case cash flow scenario, we can develop alternatives for additional DRAFT
evaluation such as capital project alternatives, project financing alternatives and the impacts of different levels of growth etc. During this phase, BWA will work closely with the project team to develop financial and rate projections under alternative scenarios. BWA typically recommends that rate increases be phased in over time to minimize the annual impact on ratepayers.

5. Evaluate Financial Scenarios & Rate Increase Options Based on the cash flow projections, determine the annual revenue requirements and project overall required rate increases. Evaluate the financial impact of various financial and rate adjustment alternatives, such as phasing in required rate increases over a number of years. If appropriate, develop a reduced rate alternative and evaluate impacts on the City’s ability to fund capital projects.

TASK E. COST-OF-SERVICE ALLOCATION
Task C is the “meat” of the rate study that will provide the legal justification for the rates and charges of the City. BWA will allocate costs based on industry standard practice, guidance from recent court cases, and ease of implementation/practicality.

BWA will provide a detailed, functional cost allocation for operating, capital, debt service, fixed and variable costs. Functionalized cost categories may include collection, treatment, and customer costs.

BWA will determine the units of service and assign costs to each unit of service. Typical units of service for the wastewater utilities are sewer flow and pollutant loading (BOD and TSS). We may want to include nitrogen, phosphorous, and ammonia in order to accurately allocate costs.

TASK F. RATE DESIGN

1. Review of the Existing Utility Rate Structures and Rate Models Perform a review of the existing utility rate structures and discuss advantages and disadvantages compared to other rate approaches. Summarize and discuss finding with the project team. Review the existing rate models and most recent rate update. Evaluate the cost allocation and rate design included in the model for compatibility with BWA recommendations.

2. Conduct Rate Fee Survey of Comparable Utility Agencies Review and summarize other regional and/or comparable agencies. Summarize results in easily understandable tables and/or charts.

3. Analyze Utility Consumption Data
Evaluate current and historical water usage, winter water consumption for sewer billed flow, utility billing data, and production data to determine reasonable and conservative estimates of demand to use in developing rate options. Ideally, we would prefer to analyze three years of utility billing data in order to determine slightly conservative demand projections.

4. Identify Utility Rate Structure Modifications and Alternatives DRAFT
Identify alternative rate structures or modifications to the City’s existing rates designed to improve equity and/or better achieve your objectives. Discuss pros and cons of different rate structure options and their general impacts on different types of customers. Rate structure options will be refined as the study progresses based on input from the study project team and will be evaluated to ensure that any modifications can be accommodated within the City’s billing systems. Some potential rate structure modifications may include the following:
 Redesigning how much of the revenue is collected from fixed vs. variable charges.  Establishing different wastewater rates for different customer classes with different effluent strength characteristics.

5. Evaluate Customer Equity
Review the fairness of each rate and charge across all customer groups. Confirm that all customers are charged for service proportional to how they use the utility systems. If desired, review options to aid in affordability for disadvantaged customers. Compare typical/sample bills from each customer class to the bills of other local public utilities. As needed, seek input from vocal customers such as business groups and developers.

6. Develop Preliminary and Final Rate Recommendations
Based on the rate analysis and the financial plan update, develop draft rate recommendations. The recommendations include a multi-year phase in of both overall rate increases and proposed rate structure adjustments. Review preliminary recommendations and key alternatives with the project team and Board. Based on input received, develop final draft utility rate recommendations.

Final rate recommendations will be designed to a) fund the long-term costs of providing service, b) be fair and equitable to all customers, c) provide a prudent balance of fixed and variable rates, and d) comply with the substantive requirements of Proposition 218 and recent court cases. Based on input from staff, develop a plan for implementing any rate structure modifications and/or rate adjustments.

7. Evaluate Rate Impacts on Customers
Calculate the rate impacts of each rate alternative on a range of utility customers (e.g. different customer classes, customers with different levels of use, seasonal impacts etc.). Work with the project team to identify customer and usage profiles to use for calculating the rate impacts. Discuss additional rate structure adjustments that may reduce the impact on certain customers if warranted and/or requested by the project team.

TASK G. PRESENTATIONS & PUBLIC OUTREACH

1. Meetings
Meet with the project team to present findings, discuss alternatives and their impacts, gain ongoing input, and develop and hone recommendations. Meet with and present findings to City Board. Our proposal includes a total of four (3) trips to the City. The final schedule and number of meetings will be determined with input from the project team. A preliminary meeting/presentation schedule could DRAFT
include: one staff meeting, one community meeting, one workshop/presentation with the City Board/ public, and the Proposition 218 hearing. The meetings can be determined as needed by the City (e.g., a Board workshop could be substituted for a project meeting). BWA will participate in conference calls as needed. Additional project meetings, meetings/workshops with committees and citizens groups, may also be included if warranted by staff. Meetings can also be combined, e.g. progress meetings can be scheduled on the same day as Board meetings, to reduce costs.

Presentations will provide brief background and study objectives, make a clear case why rate increases are needed, describe the rate structure (and potentially key alternatives) approved by the project team, show rate impacts on various customer profiles, present findings of the rate survey, and discuss related financial and policy recommendations. We have substantial experience in presenting our findings to both technical and governing boards and to audiences without a background in utility rates or finances.

2. Prepare Draft and Final Reports
Submit a draft summary report for project team review and feedback. The report will summarize key findings and recommendations and discuss key alternatives when applicable. Receive input on draft report from the project team and Board. Prepare final reports incorporating feedback received. We will provide copies of both the draft and final reports and electronic versions to the entities.

3. Compliance with Proposition 218
Proposition 218 establishes requirements for adopting or increasing property-related fees and charges.

In July 2006, the California Supreme Court ruled that rates are subject to Proposition 218 (Articles XIIIC and XIIID of the State constitution). Proposition 218 requires that the City: 1) mail notification of proposed rate increases and the date, time, and place of public hearing to all affected property owners (and potentially ratepayers who are renters that pay utility bills); 2) hold a public hearing not less than 45 days after the notices are mailed; and 3) subject the rate increases to majority protest; if more than 50% of property owners submit written protests, the proposed rate increases cannot be adopted.

BWA remains available to assist staff with drafting the Proposition 218 rate notice. BWA recommends the notice go beyond the minimum legal requirements and provide clear and concise explanation of the reasons for any rate adjustments. We have found that ratepayers are generally much more accepting of rate increases when they understand why they are being implemented.

4. Public Education and Consensus-Building
Rate and fee adjustments are often controversial. BWA has extensive experience developing clear presentations that facilitate public understanding of the need for rate increases. We understand the importance of building consensus and public acceptance for our recommendations and can assist staff in developing public education materials. Holding community workshops or open houses are effective tools to help to help the community understand the needs of the agency. BWA is always willing to support and attend additional community outreach meetings on a time and expense basis.

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Availability & Fees

1. Bartle Wells Associates is prepared to begin work upon authorization to proceed.

2. During the project development period, Bartle Wells Associates will be available at all reasonable times and on reasonable notice for meetings and for consultation with staff, attorneys, consulting engineers, and others as necessary.

3. Bartle Wells Associates will perform all work related to the assignment. Douglas Dove, a firm principal, will be assigned as project manager on this assignment. He will serve as the lead contact person for BWA and will be involved with the project a day-to-day basis. Doug will be assisted by Erik Helgeson, project consultant. This project team may be assisted by other BWA analysts as needed.

4. The fees for services outlined in this proposal will not exceed $49,600. The fee is based on the following assumptions:
a. All necessary information will be provided by the City in a timely manner. b. Development of a draft, final draft, and final versions of tables, presentations, and reports. Time and expenses involved in revising tables and assumptions may constitute additional services if not achievable within the budget.
c. Five trips (or Zoom presentations) to the City for meetings and/or presentations. Additional meetings or presentations may constitute additional services if not achievable within the budget.

5. Progress payments and direct expenses are payable monthly on a time and materials basis as the work proceeds as provided in our Billing Rate Schedule 2022, which will remain in effect through the duration of this assignment.

6. Bartle Wells Associates will maintain in force, during the full term of the assignment, insurance as provided in the Certificate of Insurance attached.

7. If the project is terminated for any reason, we are to be reimbursed for professional services and direct expenses incurred up to the time we receive notification of such termination.

8. This proposal may be withdrawn or amended if not accepted within 90 days of its date.

9. We will not require a formal contract of employment and will consider a letter or e-mail from an appropriate official as sufficient authority to proceed.

DRAFT

EXHIBIT B
Rate Schedule
DRAFT

BARTLE WELLS ASSOCIATES
BILLING RATE SCHEDULE 2022
Rates Effective 1/1/2022
Professional Services
Financial Analyst I ................................................................................................. $110 per hour Financial Analyst II ................................................................................................ $135 per hour Consultant ............................................................................................................. $165 per hour Senior Consultant .................................................................................................. $195 per hour Senior Project Manager ........................................................................................ $225 per hour Principal Consultant .............................................................................................. $265 per hour The hourly rates for professional services include all overhead and indirect expenses. Bartle Wells Associates does not charge for administrative support services. Expert witness, legal testimony, or other special limited assignments will be billed at one and one-half times the consultant’s hourly rate.

The above rates will be in effect through December 31, 2022 at which time they will be subject to change.

Direct Expenses
Subconsultants will be billed at cost plus ten percent. Word processing and computer-assisted services related to official statement production are charged as direct expenses at $75 per hour. Other reimbursable direct expenses incurred on behalf of the agency will be billed at cost plus ten percent.

These reimbursable costs include, but are not limited to:
 Travel, meals, lodging  Automobile mileage
 Printing and photocopying  Messenger services and mailing costs  Special statistical analysis  Graphic design and photography  Outside computer services  Special legal services
 Bond ratings  Legal advertisements
Insurance
Bartle Wells Associates maintains insurance in the amounts and coverage as provided in the attached schedule of insurance. Additional or special insurance, licensing, or permit requirements beyond what is shown on the schedule of insurance are billed in addition to the contract amount.

Payment
Fees are typically billed monthly for the preceding month and will be payable within 30 days of the date of the invoice. A late charge of 1.0 percent per month may be applied to balances unpaid after 60 days.