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cc 2025 AR 10/14 prof development review services - award of contracts

Vista City Council
October 14, 2025

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cc 2025 AR 10/14 prof development review services - award of contracts
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October 14, 2025
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Vista City Council
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ACTION:
____________________________
Clerk/Secretary
Department: Engineering Item No: C4
Prepared by:

Juan Magdaraog, Stormwater Program
Manager
Sally Rowley, Management Analyst Meeting Date: October 14, 2025 Approved by:

Greg Mayer, Director of Engineering
John Conley, City Manager Agenda Location: Consent Calendar SUBJECT: AS-NEEDED STORMWATER PROGRAM TECHNICAL SUPPORT SERVICES – AWARD

OF CONTRACTS
RECOMMENDATION:

1.Adopt City Council Resolution No. 2025- , approving a contract with Mikhail Ogawa Engineering, Inc. for as-needed stormwater program technical support services.

2.Adopt City Council Resolution No. 2025- , approving a contract with D-Max Engineering, Inc. for as- needed stormwater program technical support services.

CORRELATION TO CITY COUNCIL GOALS: Routine operational item not directly corresponding to a specific City Council goal.

PRIOR ACTION: On June 10, 2025, adopted City Council Resolution No. 2025-102, approving the Fiscal Years 2025/26 and 2026/27 Operating Budget (Vote: 5-0).

STATEMENT ON THE SUBJECT: To comply with the rules and regulations set forth by the San Diego Regional Water Quality Control Board under the San Diego Region Municipal Separate Storm Sewer Permit (MS4 Permit), the City is required to implement its Jurisdictional Runoff Management Program (JRMP) and coordinate and implement watershed-based Water Quality Improvement Plans with other co-permittees.

These as-needed contracts will provide additional outside resources necessary to aid staff in stormwater program assessment, development, and implementation as they relate to compliance with the MS4 Permit and any other applicable permits and regulatory requirements.

On July 24, 2025, the City issued a Request for Proposals (RFP) for as-needed stormwater program technical support services on the City’s procurement website and online procurement portal, OpenGov. The City received five responsive proposals on August 22, 2025, from the following firms:

Company Name Location
Blue Wave Environmental, Inc. San Diego, CA
D-Max Engineering, Inc.San Diego, CA
Geosyntec Consultants San Diego, CA
Integral Consulting, Inc.Carlsbad, CA
Mikhail Ogawa Engineering, Inc.Solana Beach, CA
AGENDA
REPORT

CITY COUNCIL

COMMUNITY DEVELOPMENT COMMISSION

SUCCESSOR AGENCY

BUENA SANITATION DISTRICT

JOINT POWERS FINANCING AUTHORITY
Approved above recommendation, adopted the following: 1) City Council Resolution No. 2025-176.

Vote: 5-0; 2) City Council Resolution No. 2025-177. Vote: 5-0.

MEETING DATE: October 14, 2025 PAGE 2
SUBJECT: AS-NEEDED STORMWATER PROGRAM TECHNICAL SUPPORT SERVICES – AWARD

OF CONTRACTS
Staff reviewed and ranked the proposals based upon pre-determined criteria identified in the RFP, including overall experience, knowledge of regulatory context, and staff credentials. Staff then reviewed the proposed hourly rates of the top two candidates and determined them to be fair and equitable with respect to the expertise and geographic region. Based on evaluation of the proposals, City staff recommend the selection of Mikhail Ogawa Engineering, Inc. and D-Max Engineering, Inc. to provide as-needed stormwater program technical support services.

FISCAL IMPACT: Each contract will have a ceiling of $500,000 over a three-year term with the option to extend the contracts up to two additional years. Funding for these contracts will be covered on an as-needed basis from the Stormwater Engineering Professional Services Account (No. 5010377.521000.00214).

EXHIBITS:

1.City Council Resolution No. 2025- , approving a contract with Mikhail Ogawa Engineering, Inc. for as- needed stormwater program technical support services

2.City Council Resolution No. 2025- , approving a contract with D-Max Engineering, Inc. for as-needed stormwater program technical support services

3.Contract with Mikhail Ogawa Engineering, Inc.

4.Contract with D-Max Engineering, Inc.
10/14/2025 C4 2 of 156

00029213 7
RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, APPROVING A CONTRACT WITH MIKHAIL OGAWA ENGINEERING, INC. FOR AS-NEEDED STORMWATER PROGRAM

TECHNICAL SUPPORT SERVICES
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City desires to enter into a contract for as-needed stormwater program technical support services.

B. Pursuant to Section 03.08.060 of the Vista Municipal Code, a request for proposals (RFP) was issued July 24, 2025, seeking professional services proposals.

C. Five proposals were submitted in response to the RFP and were evaluated based upon the proposal evaluation criteria.

D. Staff recommends the selection of Mikhail Ogawa Engineering, Inc. as one of the two consultants to provide as-needed stormwater program technical support services pursuant to the contract on file with the City Clerk (“Contract”).

2. Action.

A. The Contract between the City of Vista and Mikhail Ogawa Engineering, Inc. for as-needed stormwater program technical support services is approved, and the Mayor is authorized to execute the contract.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on October 14, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20250930103358
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
10/14/2025 C4 3 of 156
EXHIBIT 1

00029213 7
RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, APPROVING A CONTRACT WITH D-MAX
ENGINEERING, INC. FOR AS-NEEDED STORMWATER PROGRAM

TECHNICAL SUPPORT SERVICES
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City desires to enter into a contract for as-needed stormwater program technical support services.

B. Pursuant to Section 03.08.060 of the Vista Municipal Code, a request for proposals (RFP) was issued July 24, 2025, seeking professional services proposals.

C. Five proposals were submitted in response to the RFP and were evaluated based upon the proposal evaluation criteria.

D. Staff recommends the selection of D-Max Engineering, Inc. as one of the two consultants to provide as-needed stormwater program technical support services pursuant to the contract on file with the City Clerk (“Contract”).

2. Action.

A. The Contract between the City of Vista and D-Max Engineering, Inc. for as- needed stormwater program technical support services is approved, and the Mayor is authorized to execute the contract.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on October 14, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20250930103711
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
10/14/2025 C4 4 of 156
EXHIBIT 2

Professional Services (Non-Construction) (RFP)(NPW)
1 of 9
MIKHAIL OGAWA ENGINEERING, INC.
[51960-2] 00051960 4

CONTRACT FOR PROFESSIONAL SERVICES

AS-NEEDED STORMWATER PROGRAM TECHNICAL SUPPORT SERVICES THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Juan Magdaraog
Billing Contact: Juan Magdaraog
The “Contractor”
MIKHAIL OGAWA ENGINEERING, INC., a
California corporation
731 S Hwy 101, Suite 16
Solana Beach, CA 92075
Contact: Mikhail Ogawa

2.0 BASIC TERMS

2.1 The “Services” to be performed by Contractor are set forth in the Request for Proposals attached as Exhibit A.

2.2 The “Required License” for the Services is: N/A.

2.3 Contractor, an entity holding the Required License, desires to enter into this “Contract” with City for the Services.

2.4 The “Project” for which the Services are required is described in Exhibit A.

2.5 Contractor has submitted to City a Proposal to perform the Services dated August 22, 2025 (“Exhibit B”).

2.6 The “Contract Ceiling Price” is: $500,000.00

2.7 Any references in Exhibit A or Exhibit B to “Consultant” shall mean Contractor for the purposes of this Contract.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for 36 calendar months (“Term”) from the Contract Date. The Term may be extended at the City’s option for an additional 24 months, in increments of City’s choice, for a maximum Term of 60 months from the Contract Date.

3.3 City may terminate this Contract upon 30 -days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
10/14/2025 C4 5 of 156
EXHIBIT 3

Professional Services (Non-Construction) (RFP)(NPW) 2 of 9 MIKHAIL OGAWA ENGINEERING, INC. [51960-2] 00051960 4

4.0 SCOPE
Contractor shall perform all Services including, but not limited to, the furnishing of all tools, equipment, materials, software, and supplies, and for furnishing all transportation, services, including fuel, power and water, essential communications, and the performance of all labor, work, or other operations, as may be required from time to time, in accordance with Exhibit A and Exhibit B. In the event of a conflict between the provisions of Exhibit A and Exhibit B, the provisions of Exhibit A shall control.

5.0 COMPENSATION

5.1 City shall pay Contractor for the Services to be performed as set forth in Exhibit B. For contract option years, City may approve upon contractor’s request for an increase in the pricing in Exhibit B in the amount of the increase in the Consumer Price Index, San Diego Area for all Urban Customers (CIP-U) as published by the Bureau of Labor Statistics during the preceding year, or 3.0% whichever is less.

5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

5.3.1 The changes, additions, and deductions to be made.

5.3.2 The increase or decrease in compensation due the Contractor, if any.

5.3.3 Adjustment in the time of completion, if any.

5.4 Contract Ceiling Price

5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract.

5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Vista Municipal Code Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

5.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract. 10/14/2025 C4 6 of 156

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6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications, and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A–E.

7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

8.0 STANDARD OF PERFORMANCE

8.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience , and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

8.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations , and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

9.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

9.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

9.2 Contractor represents and warrants that all professional services required under this Contract shall be provided by a person or persons duly licensed by the St ate of California to provide those types of services.

9.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

9.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.

10/14/2025 C4 7 of 156

Professional Services (Non-Construction) (RFP)(NPW) 4 of 9 MIKHAIL OGAWA ENGINEERING, INC. [51960-2] 00051960 4

9.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

9.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this contract. This is a continuing obligation that survives the termination of this Contract.

10.0 CIVIL RIGHTS

10.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

10.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability , mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

10.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

10.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

10.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.

10.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

10.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend, and hold harmless City, and its directors, officers, employees, and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, 10/14/2025 C4 8 of 156

Professional Services (Non-Construction) (RFP)(NPW) 5 of 9 MIKHAIL OGAWA ENGINEERING, INC. [51960-2] 00051960 4
including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee , or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee , or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

11.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

12.0 ASSIGNMENT AND SUBCONSULTING

12.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

12.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All sub contractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.

13.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state , or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations. 10/14/2025 C4 9 of 156

Professional Services (Non-Construction) (RFP)(NPW) 6 of 9 MIKHAIL OGAWA ENGINEERING, INC. [51960-2] 00051960 4

14.0 FINANCIAL RECORDS

14.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

14.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

15.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services.

16.0 CONFIDENTIALITY

16.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

16.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City, or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

16.3 Contractor’s obligations under this paragraph shall survive the termination of this Contract.
10/14/2025 C4 10 of 156

Professional Services (Non-Construction) (RFP)(NPW) 7 of 9 MIKHAIL OGAWA ENGINEERING, INC. [51960-2] 00051960 4

17.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vi sta Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

18.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

19.0 DUTY OF INDEMNIFICATION

19.1 To the fullest extent permitted by law, Contractor shall (1) immediately defend and (2) indemnify City, and its directors, officers, and employees from and against all liabilities regardless of nature or type that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments ; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution (“Duty of Indemnification”). Contractor’s obligations to both defend and indemnify apply unless it is finally adjudicated that the liability or liabilities, in whole or in part, do not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor or its employees, agents, or subcontractors. Defense counsel shall be approved by City.

19.2 The review, acceptance or approval of Contractor’s work or work product by any indemnified party shall not affect, relieve, or reduce Contractor’s indemnification or defense obligations. This Section survives completion of the services or the termination of this contract.

The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.

19.3 Contractor’s costs of defense shall not exceed Contractor’s proportionate percentage of fault as adjudicated by a court of law, as required by California Civil Code section 2782.8.
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20.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

21.0 SERVICE OF NOTICE

21.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

21.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

22.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

23.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

24.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

25.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Pa rties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such orig inal executed Agreement or counterpart thereof first be proven.

Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

26.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding 10/14/2025 C4 12 of 156

Professional Services (Non-Construction) (RFP)(NPW) 9 of 9 MIKHAIL OGAWA ENGINEERING, INC. [51960-2] 00051960 4
between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

[Continued on page 9.]

27.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

APPROVED
Allegra Frost
20250922141312

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

“Contractor”

MIKHAIL OGAWA ENGINEERING, INC., a
California corporation

By:

Name/Title

By:

Name/Title

10/14/2025 C4 13 of 156

00051960 4 Exhibit A

EXHIBIT A

REQUEST FOR PROPOSALS

10/14/2025 C4 14 of 156

REQUEST FOR PROPOSALS (RFP)

FOR PROFESSIONAL SERVICES
FOR

AS-NEEDED STORMWATER PROGRAM

TECHNICAL SUPPORT SERVICES
Issue Date: July 2, 2025
Submittal Deadline: August 2, 2025 at 4:00 PM
10/14/2025 C4 15 of 156

2 REQUEST FOR PROPOSALS
As-Needed Stormwater Program Technical Support Services I. INTRODUCTION AND PURPOSE
The City of Vista is soliciting proposals from qualified environmental consulting firms (Consultant) for as-needed stormwater program technical support. The City intends to enter into a three-year Agreement for the requested services with up to two (2) selected Consultants. Services provided under each Agreement will have a ceiling amount of $500,000 for the initial three-year term, with an optional two-year extension, for a maximum term of five years from the date of the Agreement. A detailed scope of work and fee will be outlined for each task and assigned to the selected Consultant(s) based on expertise and availability.

Consultants may submit proposals as a single firm with in-house capabilities or as a primary consultant with sub-consultants to provide “full service” stormwater program technical support services on an as-needed basis. For specialized work for which the prime consultant will require a sub-consultant, the prime consultant will serve as an administrative liaison between the City and the sub-consultant. The prime consultant mark-up for sub-consultants and direct costs shall not exceed ten percent (10%). The City reserves the right to request proposals from other firms throughout for special projects requiring unique qualifications.

All Consultants must create an account on the City’s Electronic Bidding System, OpenGov Procurement, to submit a proposal. Consultants can register at:
https://procurement.opengov.com/portal/cityofvista .

Once registered, Consultants must download this solicitation to appear on the Bidder’s List as a “Prospective Bidder.” Consultants that fail to specifically download this solicitation will not appear on the Bidders’ List and will be unable to participate or be considered for this RFP. See further instructions related to OpenGov Procurement under Section V (Proposal), below.

The Consultant and all subconsultants shall have a City of Vista Business License prior to award of contract. Business licenses can be obtained at www.vistabl.com . A City of Vista Business License is not required to propose on this request for proposals.

Special Requirements
As required by Article 2 of Chapter l of Part 7 of Division 2 of the California Labor Code, the Consultant and all subconsultants shall pay not less than the prevailing rate of wages to all 10/14/2025 C4 16 of 156

3 workmen employed in the execution of this Contract as ascertained and adopted by the State of California, Director of Industrial Relations pursuant to the Labor Code.

II. BACKGROUND
The City of Vista is located in San Diego County, within the San Luis Rey and Carlsbad Hydrologic Units. The City is covered by multiple National Pollutant Discharge Elimination System (NPDES) permits issued by the San Diego Regional Water Quality Board and the State of California Water Resources Control Board: Municipal Stormwater Permit (Order No. 2013-0001, as amended by Order No. 2015-0001 and Order No. 2015-0100), the Construction General Permit (Order No. 2012-0006-DWQ), and the Waste Discharge Requirements for Sanitary Sewer Systems (Order 2006 0003 DWQ). Proposers should be familiar with these NPDES permits, applicable Water Quality Improvement Plans (WQIPs), and related water quality regulations.

III. PROPOSED SCOPE OF SERVICES
The City is seeking up to two (2) qualified environmental consulting firm(s) to provide as-needed services that will support its stormwater program activities and compliance with existing or future NPDES permits, notably the municipal stormwater permit and associated WQIPs for the Carlsbad and San Luis Rey watersheds. The current municipal stormwater permit (Order No. R9-2013-001, as amended by Order Nos. R9- 2015-0001 and R9-2015-0100) expired in 2018, remains in effect, and is anticipated for reissuance in 2026.

Potential Consultant tasks may include, but are not limited to, the following:

Program Assessment

1. Review, assessment, and reporting of program implementation and Best Management Practices (i.e., Jurisdictional Runoff Management Program)

2. Regulatory audit preparation and/or response

3. Review/recommendations for regulatory authorities and compliance

4. Data management, analysis, and support

5. Water quality data assessments

6. Strategic planning, asset management, and fiscal analyses

7. Alternative compliance program feasibility
Program Development

1. Preparation of technical reports and analyses

2. Development and/or updates of jurisdictional program procedures, documents, forms, reporting tools, and training materials
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4 3. Development and management of grant materials
Program Implementation

1. Engineering-related tasks pertaining to stormwater management programs or projects (e.g., retrofit site assessment, infiltration assessment, flow modelling, etc.)

2. Support services for the acquisition, monitoring, and reporting of environmental agency permits (e.g., removal-fill permitting)

3. Support for outreach and education activities (e.g., development of materials, staff training, internal/external presentations, etc.)

4. Participation in WQIP and regional stormwater coordination activities

5. Coordination with other Consultants currently supporting stormwater program inspection and water quality monitoring activities
Program implementation activities identified above are not anticipated to include tasks related to routine existing facility inspections or water quality monitoring activities.

Contracts exist for these services, and selected Consultant(s) will be required to coordinate as necessary with those consultant teams (see Section V).

The Consultant has total responsibility for the accuracy and completeness of the project deliverables and shall check all such materials accordingly. The deliverables will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City do NOT include detailed review or checking of deliverables. The responsibility for accuracy and completeness of such items remains solely that of the Consultant.

The project deliverables furnished under the Agreement shall be of a quality acceptable to the City. The criteria for acceptance shall be a product of professional appearance, well organized, clear illustrations/photos, technically and grammatically correct, checked, and dated. The Consultant shall modify its work as necessary to meet the level of acceptability defined by the criteria above.

The Consultant shall have a quality control plan in effect during the entire time work is being performed under the Agreement. The quality control plan shall establish a process whereby plans are independently checked, corrected and back-checked, and all job-related correspondence and memoranda dated and received by affected persons and then bound in appropriate job files.

The Consultant shall implement a billing procedure to provide the City with clear and concise summaries of work tasks being invoiced for payment. Invoices shall include, at a minimum, current and total expenditures for work tasks, and a description of work completed. Invoices shall be submitted in a timely manner. 10/14/2025 C4 18 of 156

5 IV. CITY RESPONSIBILITIES
The City will be responsible for the following:

1. Provide program goals, objectives, measures, and responsibilities;

2. Provide guidance, oversight, and participation in regulatory processes;

3. Work with Consultant to determine most beneficial course of action and develop project tasks;

4. Provide available records, documents, and data to support tasks;

5. Prepare and execute agreements with other agencies or entities, as needed;

6. Pay all invoices related to support of the stormwater program.

V. COORDINATION
Coordination with the City, other Copermittees, other consultants, and other involved agencies will be required. The City will decide the manner in which the project coordination is undertaken. At the City’s option, coordination efforts may be performed by the Consultant’s direct contact, by the Consultant acting through the City, or by the City only. When coordination efforts require agreement, such agreement shall be coordinated through the City.

VI. PROJECT PROGRESS
The as-needed contract shall begin upon approval by the City Council and the Consultant. Specific services shall be authorized in task orders issued through the contract. Unless extended by contract amendment, the contract term shall be three (3) years, with services currently anticipated to not exceed $500,000 for the term of the agreement.

The Consultant is advised that any recommendation for contract award is not binding on the City until the Agreement is fully executed and approved by the City Council. 10/14/2025 C4 19 of 156

6 V. PROPOSAL
A. Schedule
The City’s schedule for the selection process is as follows:

1. City Releases RFP

2. Deadline for questions

3. Proposals Due to the City

4. Consultant Interviews (if needed)

5. Notice of Consultant(s) Selection

6. Council Award/Notice to Proceed
July 2, 2025
$XJXVW, 2025
August 22, 2025: 4:00 PM
August 28, 2025
September 3, 2025
October 14, 2025
All dates are subject to change. The City reserves the right to extend the date by which proposals are due via addendum.

All questions must be submitted via “Q&A” through the City’s Electronic Bidding System, OpenGov Procurement. Phone call or email questions will not be accepted. Answers to all submitted questions will be provided in an addendum through OpenGov Procurement.

To receive addenda and submit a proposal, Consultants shall register on OpenGov Procurement at https://procurement.opengov.com/portal/cityofvista .

Once registered, Consultants must download the RFP while logged in under their own name and identification number to appear on the Electronic Prospective Bidders List as a “Prospective Bidder.” Consultants that fail to download the RFP will not appear on the Electronic Prospective Bidders List and their proposals will be considered non-responsive. If a Consultant is unable to register or download the RFP from OpenGov Procurement, a Consultant representative may contact OpenGov Procurement to troubleshoot the problem.

All proposal documents and supplementary documents must be uploaded to OpenGov Procurement prior to Proposal Due Date and time as instructed in this solicitation. Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete. At that point respondents will receive an email confirmation from OpenGov Procurement.

OpenGov Procurement will determine the official time for the advertised proposal due date and such determination will be final. Any proposals not received in a timely manner on the Proposal Due Date, as described above, will not be considered.
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7 B. Proposal Submittal Requirements
In order to maintain uniformity with all proposals furnished by the Consultants, the City requests that the proposals be limited to a maximum of ten pages (excluding cover letter, front and back covers, section dividers, and resumes).

Proposals shall include a discussion of the Consultant's overall approach to the as-needed contract, a summary of key personnel and qualifications, an organization chart, a rate schedule, and documentation of the firm’s and any sub- consultant’s qualifications. The proposal should be concise, well organized, and demonstrate the responders' qualifications and experience applicable to the contract.

A fee schedule described in Establishment of Fees (Section IX), shall be provided in a separate electronic file uploaded to ProcureNow.

Proposals submitted in response to this RFP shall include the following elements:

1. COVER LETTER – A cover letter shall summarize key elements and guarantee that key personnel will be committed to perform the required tasks throughout the duration of the contract. In cases, where a team member voluntary leaves a firm, the Consultant shall provide the City a proposal for a substitute team member subject to the approval of the City. a. The cover letter shall be limited to two (2) pages and shall include a contact name, email, phone number, and full address for the Consultant.
b. The cover letter shall include a statement that the Consultant can meet the City's insurance requirements and is prepared to execute the Standard Professional Services Agreement as written, and will not make any changes to the project team without authorization of the City. c. All copies shall be signed by an individual or, if a corporation, a corporation officer with the power to bind the company or corporation to its proposal. To be considered, all proposals shall be completely responsive to this RFP.
d. Provide a statement that the Consultant has received all addenda, and include the addendum numbers and dates.

2. COMPANY INFORMATION
a. Identification of Responder;
b. Legal name and address of the company (partnership, corporation, joint venture, etc.);
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8 c. Identification of the parent company (if applicable); d. Addresses of offices located in San Diego County;
e. Number of employees in San Diego County;
f. Name, title, address and telephone number of person to contact concerning the proposal;
g. California Department of Industrial Relations (DIR) Number; h. Secretary of State Entity Number.

3. PROJECT UNDERSTANDING OF REGULATORY ENVIRONMENT –
Provide an understanding of the current and future stormwater-based regulatory challenges facing the City, including potential impacts of existing and new requirements, and options for advancing the stormwater program within that regulatory context. Demonstrate knowledge and understanding with local, watershed, regional, or state issues and specific challenges faced by the City.

4. PROPOSED TASK ORDER APPROACH – Discuss one generalized approach to time/budget management, documentation, requirements from the City, consideration for Consultant’s workload at the time of the task order issuance, and quality assurance and quality control (QA/QC) program.

5. PROJECT TEAM AND ORGANIZATION CHART
a. Describe project organization, including identification and responsibilities of key personnel.
b. Indicate roles of prime and all sub-consultants.
c. Provide a discussion of the experience of the Project Manager and other key staff members that would be involved with performing on-call services for the City.
d. Provide resumes of the Project Manager and other key staff members who will work on this contract. The resume shall include relevant experience, education, licenses, and certifications. The resume for each individual shall not exceed one page in length. The resume shall include relevant experience, education, licenses, and certifications.

Resumes may be included as an appendix to the main document. e. Describe proposed line-of-communication between the City, prime team members, and sub-consultants.
f. California Department of Industrial Relations (DIR) Number and Secretary of State Entity Number for all subconsultants. 10/14/2025 C4 22 of 156

9 6. EXPERIENCE
a. Provide a brief description of consultant's experience in completing similar efforts within the last 5 years.
b. Provided detailed discussion of specialized experience in completing scope of required services listed above.
c. Projects currently being performed may be submitted for consideration. d. Project information should include a brief project description, agency or client name, their telephone number(s), the year of completion, and the contract fee.
e. Identify team members proposed for this project and their roles on the representative similar projects.

7. REFERENCES
The Consultant shall provide a minimum of three (3) references for similar projects for the prime firm. At least one reference shall be from the projects listed in Item 6 EXPERIENCE. At a minimum, each reference shall include the client’s name and location, number of projects completed for the client, client contact name and phone number.

8. EXCEPTIONS TO RFP
Consultant shall certify that it takes no exceptions to the RFP including the Sample Professional Services Agreement, enclosed as Attachment “A”. If the Consultant does take exception(s) to any portion of the RFP, the specific portion to which exception is taken shall be identified and explained.

9. ADDENDA TO THE RFP
Provide a statement that the Consultant has received all addenda, and include the addendum numbers and dates.

VI. CRITERIA FOR SELECTION

The City's consultant evaluation and selection process is based on Qualifications Based Selection (QBS) for professional services. An evaluation committee appointed by the City Engineer will review the proposals. The criteria for evaluating the proposals for the Master Consulting Agreements submitted will take the following items into consideration:

1. Responsiveness to RFP: Thoroughness and completeness of proposal in response to the RFP (10 points)

2. Firm’s Experience: Relevant local experience and reputation of the consulting firm with projects of a similar nature, including Consultant’s past record of performance in 10/14/2025 C4 23 of 156

10 similar projects related to control of costs, quality of work and deliverables, and adherence to schedules (30 points)

3. Knowledge of Regulatory Context: Understanding of project objectives and scope of services, including understanding of regulatory issues and specific challenges faced by the City (30 points)

4. Staff Credentials: Qualifications and experience of project team staff members and key personnel’s level of involvement in performing related work (20 points)

5. Staffing Capability: Adequacy of labor commitment demonstrating that the present workload of the firm and the availability of staff for the project will remain sufficient throughout the duration of the contract (5 points)

6. Experience with the City: Consultant’s prior experience and record of performance with the City (5 points)

Fee Schedule (separate electronic file uploaded to ProcureNow). The fee schedule of the top ranked consultants will be opened at the conclusion of the consultant evaluation and selection process. Fees will not be used to determine the ranking of the consultants. The City will may interview a short list of top ranked qualified consultants or proceed directly to negotiating the final fee schedule with the top ranked consultant.

The ultimate consultant selection will be based upon both technical merit and value to the City.

The contract award, if any, will go to the Consultant(s) whose proposal best serves the interests of the City, as it determines in its sole discretion according to the evaluation criteria described above.

The individual or composite ratings and evaluation forms prepared by City’s evaluators will not be revealed.

IX. ESTABLISHMENT OF FEES

The Consultant shall be paid based upon hourly rates, unit costs, or fixed fee for services rendered as negotiated. For projects with a specific scope of work and duration, a project specific fee proposal will be requested. A Work Plan and a breakdown of labor hours by employee billing classification together with the cost of non-labor and sub-consultant services shall be included with the fee proposals for individual projects. Mark-up for sub-consultants and direct costs shall not exceed ten percent (10%). The labor breakdown shall be based on a listing of work tasks that correlates with the Consultant’s defined scope of work for the project proposal. This information will be used by City’s staff to evaluate the reasonableness of the fee proposal, and will be used in negotiating the final fee amounts for the Supplemental Contract Agreements. The fee schedule shall clearly identify the hourly rates for 10/14/2025 C4 24 of 156

11 classifications of staff receiving prevailing wage rates. Indicate the normal hours of work and overtime rate for non-exempt employees.

If the awarded contract is considered for extension past year three, there will be an option for a one-time adjustment to the Fee Schedule at rates acceptable to the City.

There will be no compensation to Consultant for hours expended due to Consultant’s errors and omissions.

X. METHOD OF PAYMENT

The Consultant shall submit monthly invoices to the City. Each invoice shall include a detailed breakdown of the services, the tasks, the hours, the personnel and staff type who worked on the project, and hourly rates. A maximum of 10% markup will be allowed for sub-consultants and reimbursables.

XI. PROFESSIONAL SERVICES AGREEMENT

A sample Professional Services Agreement is enclosed for review, as Attachment “A”.

The RFP and the Consultant’s Proposal will be attached and become part of the Agreement as exhibits.

Any subsequent changes in the RFP from the date of issuance to the date of submittal will result in an addendum by the issuing office to those parties who have provided the proper notice of interest in responding to the RFP.

The signer of the Proposal must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the Proposal is made without collusion with any other person, persons, company, or parties submitting a Proposal; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the Proposal has full authority to bind the principal proposer.

Please refer to the sample agreement for the necessary amounts of general liability, automotive, worker’s compensation and professional liability insurance. The appropriate endorsements are also shown within the sample contract agreement. The insurance certificate shall include the City of Vista and Buena Sanitation District, its officers and employees as insured or additional insured.

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12 The contents of the Proposal of the successful consultants shall become a contractual obligation if a contract ensues. Failure of a consultant to accept this obligation will result in the cancellation of any award. Any damage accrued by the City as a result of a failure to contract may be recovered from the Consultant.

For each individual project a Supplemental Agreement will be established that has a project specific scope of work and negotiated costs.

XII. ASSIGNED REPRESENTATIVES

The City will assign a responsible representative to administer the contract, and to assist the Consultant in obtaining information. The Consultant also shall assign a responsible representative (Project Manager) and an alternate, who shall be identified in the proposal. The Consultant’s representative will remain in responsible charge of the Consultant’s duties from the Notice-to-Proceed through project completion. If the Consultant’s Project Manager should be unable to continue with the project, then the Consultant shall notify the City’s representative in writing. The City’s representative shall first approve any substitution of representatives or sub-consultants identified in the proposal in writing. The City reserves the right to review and approve/disapprove all key staff and sub-consultant substitution or removal, and may consider such changes not approved to be a breach of contract. This breach of contract will not apply if the Project Manager leaves the Consulting firm.

XIII. RIGHT TO REJECT PROPOSALS

The City reserves the right to delay the project or reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise.

The City reserves the right to extend the due date for the Statement of Qualifications/Proposal, accept or reject any or all proposals received as a result of this request, negotiate with any qualified consultant or cancel this RFP in part or in its entirety. The City may require the selected consultant to participate in negotiations and to submit such technical, fee, or other revisions of their proposals as may result from negotiations.

All costs incurred in the preparation of the proposal, the submission of additional information and/or any aspect of a proposal prior to award of a written contract will be borne by the Respondent. The City will provide only the staff assistance and documentation specifically referred to herein and will not be responsible for any other 10/14/2025 C4 26 of 156

13 cost or obligation of any kind, which may be incurred by the Respondent. All proposals submitted to the City of Vista become the property of the City.

XIV. DISCLOSURE

All Statement of Qualifications/Proposals become the property of the City unless a return is specifically requested as specified in the following section. The City is a public agency subject to the disclosure requirements of the Public Records Act, California Government Code Section 6250 and following. These requirements include an exemption for “trade secrets”. If any proprietary information is contained in or attached to the written proposal, it must be clearly identified. In order to protect trade secrets from disclosure, pursuant to a public Records Acts request, you must agree in writing to defend and indemnify the City of Vista if litigation results.

XV. LATE, MODIFIED, OR WITHDRAWN STATEMENTS OF QUALIFICATIONS

Any Proposal received after the exact time specified for submittal will not be considered.

Any modification of a proposal, except a modification resulting from the City's request for "best and final" offer, is subject to the same conditions as the initial submission.

Proposals may be withdrawn by written notice received at any time prior to Notice of Intent to Award. Thereafter, all proposals constitute firm offers, subject to negotiation and execution of definitive documents that will remain open and cannot be revoked, withdrawn, or modified for a period of six (6) months thereafter. 10/14/2025 C4 27 of 156

14 ATTACHMENT “A”

Sample Professional Services Agreement

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Professional Services (Non-Construction) (RFP)(NPW) 1 of 9 NAMEX [51960-2] 00051960 4

CONTRACT FOR PROFESSIONAL SERVICES

TYPE OF SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084

Working Contact: workingname
Billing Contact: billingname
The “Contractor”

NAMEX, statusx
Address1
Address2

Contact: contactname

2.0 BASIC TERMS

2.1 The “Services” to be performed by Contractor are set forth in the Request for Proposals attached as Exhibit A.

2.2 The “Required License” for the Services is: type.

2.3 Contractor, an entity holding the Required License, desires to enter into this “Contract” with City for the Services.

2.4 The “Project” for which the Services are required is described in Exhibit A.

2.5 Contractor has submitted to City a Proposal to perform the Services dated proposaldate (“Exhibit B”).

2.6 The “Contract Ceiling Price” is: pricex

2.7 Any references in Exhibit A or Exhibit B to “Consultant” shall mean Contractor for the purposes of this Contract.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for xx calendar months (“Term”) from the Contract Date. The Term may be extended at the City’s option for an additional yy months, in increments of City’s choice, for a maximum Term of zz months from the Contract Date.

3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
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Professional Services (Non-Construction) (RFP)(NPW) 2 of 9 NAMEX [51960-2] 00051960 4

4.0 SCOPE
Contractor shall perform all Services including, but not limited to, the furnishing of all tools, equipment, materials, software, and supplies, and for furnishing all transportation, services, including fuel, power and water, essential communications, and the performance of all labor, work, or other operations, as may be required from time to time, in accordance with Exhibit A and Exhibit B. In the event of a conflict between the provisions of Exhibit A and Exhibit B, the provisions of Exhibit A shall control.

5.0 COMPENSATION

5.1 City shall pay Contractor for the Services to be performed as set forth in Exhibit B. For contract option years, City may approve upon Contractor’s request for an increase in the pricing in Exhibit B in the amount of the increase in the Consumer Price Index, San Diego Area for all Urban Customers (CIP-U) as published by the Bureau of Labor Statistics during the preceding year, or 3.0% whichever is less.

5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

5.3.1 The changes, additions, and deductions to be made.

5.3.2 The increase or decrease in compensation due the Contractor, if any.

5.3.3 Adjustment in the time of completion, if any.

5.4 Contract Ceiling Price

5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract.

5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Vista Municipal Code Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

5.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract. 10/14/2025 C4 30 of 156

Professional Services (Non-Construction) (RFP)(NPW) 3 of 9 NAMEX [51960-2] 00051960 4

6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications, and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A–E.

7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

8.0 STANDARD OF PERFORMANCE

8.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

8.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

9.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

9.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

9.2 Contractor represents and warrants that all professional services required under this Contract shall be provided by a person or persons duly licensed by the State of California to provide those types of services.

9.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

9.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.

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Professional Services (Non-Construction) (RFP)(NPW) 4 of 9 NAMEX [51960-2] 00051960 4

9.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

9.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this contract. This is a continuing obligation that survives the termination of this Contract.

10.0 CIVIL RIGHTS

10.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

10.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

10.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

10.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

10.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.

10.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

10.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend, and hold harmless City, and its directors, officers, employees, and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, 10/14/2025 C4 32 of 156

Professional Services (Non-Construction) (RFP)(NPW) 5 of 9 NAMEX [51960-2] 00051960 4
including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee, or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

11.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

12.0 ASSIGNMENT AND SUBCONSULTING

12.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

12.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.

13.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations. 10/14/2025 C4 33 of 156

Professional Services (Non-Construction) (RFP)(NPW) 6 of 9 NAMEX [51960-2] 00051960 4

14.0 FINANCIAL RECORDS

14.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

14.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

15.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services.

16.0 CONFIDENTIALITY

16.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

16.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City, or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

16.3 Contractor’s obligations under this paragraph shall survive the termination of this Contract.
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Professional Services (Non-Construction) (RFP)(NPW) 7 of 9 NAMEX [51960-2] 00051960 4

17.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

18.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

19.0 DUTY OF INDEMNIFICATION

19.1 To the fullest extent permitted by law, Contractor shall (1) immediately defend and (2) indemnify City, and its directors, officers, and employees from and against all liabilities regardless of nature or type that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution (“Duty of Indemnification”). Contractor’s obligations to both defend and indemnify apply unless it is finally adjudicated that the liability or liabilities, in whole or in part, do not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor or its employees, agents, or subcontractors. Defense counsel shall be approved by City.

19.2 The review, acceptance or approval of Contractor’s work or work product by any indemnified party shall not affect, relieve, or reduce Contractor’s indemnification or defense obligations. This Section survives completion of the services or the termination of this contract.

The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.

19.3 Contractor’s costs of defense shall not exceed Contractor’s proportionate percentage of fault as adjudicated by a court of law, as required by California Civil Code section 2782.8.
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20.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

21.0 SERVICE OF NOTICE

21.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

21.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

22.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

23.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

24.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

25.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.

Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

26.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding 10/14/2025 C4 36 of 156

Professional Services (Non-Construction) (RFP)(NPW) 9 of 9 NAMEX [51960-2] 00051960 4
between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

[Continued on page 9.]

27.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN CONLEY, CITY MANAGER
JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

“Contractor”

NAMEX, statusx

By:

Name/Title

By:

Name/Title

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00051960 4 Exhibit A

EXHIBIT A

REQUEST FOR PROPOSALS

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00051960 4 Exhibit B

EXHIBIT B
CONTRACTOR’S PROPOSAL

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00051960 4 Exhibit C, Page 1 of 3

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 10/14/2025 C4 40 of 156

00051960 4 Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.

2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to City for review.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 10/14/2025 C4 41 of 156

00051960 4 Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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00051960 4 Exhibit D

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]

NOT APPLICABLE TO THIS CONTRACT

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00051960 4 Exhibit E

EXHIBIT E

SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:

1. State of California grant conditions, as attached.

2. Federal grant conditions, as attached.

3. Other conditions, as attached.
10/14/2025 C4 44 of 156

00051960 4 Exhibit B

EXHIBIT B
CONTRACTOR’S PROPOSAL

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Proposal for City of Vista
As-Needed Stormwater Program Technical
Support Services

Prepared by:

Mikhail Ogawa Engineering Inc.
731 S Highway 101, Suite 16
Solana Beach, California 92075

Respectfully Submitted on:

August 22nd, 2025

Mikhail Ogawa, P.E., QSD
Principal Engineer
858.987.4169
[email protected]
10/14/2025 C4 46 of 156

731 S. Highway 101, Suite 16 | Solana Beach, California 92075 | 858.987.4169 | Fax 858.225.0531 August 22, 2025
Ms. Sally Rowley
City of Vista
200 Civic Center Drive
Vista, CA 92084
SUBJECT: Proposal for As-Needed Stormwater Program Technical Support Services Ms. Rowley:

Mikhail Ogawa Engineering Inc. (MOE) is pleased to submit our proposal to provide As-Needed Stormwater Program Technical Support Services for the City of Vista. Established in 2004, MOE is a local business that has consistently delivered strategic and cost-effective engineering and environmental solutions in the region.

MOE has some of the region’s most highly qualified professionals and expertise to ensure the City of Vista can access the appropriate resources to best implement the services listed in the Request for Proposal (RFP). MOE has extensive experience in and can perform all tasks and activities listed in the City’s RFP Scope of Services.

Some key benefits of MOE include the following.
„ Experienced Staff – Our staff are highly qualified professionals with experience that matches the City’s tasks listed in the RFP. Additionally, our Team values innovation and creativity, and our staff continually pursue ways to improve program development, implementation, or methods, often resulting in efficiencies for clients. „ Work Quality – MOE’s Quality Assurance/Quality Control and internal training programs ensure we provide our clients with superior work products and expert-level services.
„ No Learning Curve – MOE has working experience within the City of Vista and programs related to the tasks included in the RFP, allowing us to hit the ground running.

MOE strives to maintain a safety-conscious culture. Our company integrates safety into every aspect of its work and culture.

Our services include field work in a variety of environments. We have developed standard operating procedures and conduct internal staff training to ensure safety is at the forefront of our work for our staff and clients.

For over two decades, the MOE Team has worked side-by-side with City staff, and our unmatched experience allows MOE to begin efforts immediately and produce high-quality work. In the past five years, MOE has completed projects cost-effectively for the City of Vista and other municipal clients in San Diego County.

Our approach to providing Stormwater Pollution Prevention Services to the City of Vista includes several key components:
„ Effective Communication with City Staff „ Providing Quality and Cost-Effective Services „ Leveraging Experience „ Compliance Focused Implementation and Reporting MOE maintains a comprehensive and clear understanding of the regulatory requirements that drive the City’s programs and uses this knowledge to guide our services. By understanding the applicable requirements, MOE and the City can ensure that appropriate actions are taken to meet regulations and permit requirements, ultimately improving water quality.

As a strong project manager with nearly three decades of experience, I will work closely with the City’s staff to ensure high efficiency, effectiveness, and quality standards. Frequent and transparent communication with the City will enable the work to progress effortlessly, technically, and contractually. As owner and Senior Principal, I am responsible for ensuring that all team members are available to work and deliver quality products for the project term. MOE’s current staffing allows us to accept this project, integrate the compliance-driven schedules into our workload, and successfully implement the tasks for the City.

The MOE team's number one focus is to provide responsive and high-quality service to the City. Meeting schedules and delivering innovative solutions that allow the City to meet its objectives and responsibilities most efficiently are intrinsic to MOE. 10/14/2025 C4 47 of 156

August 22, 2025
Ms. Sally Rowley

Page 2 of 2 ends

All the key personnel identified in this proposal are guaranteed to be available to support this contract for its duration. This translates into a consistent and available staff team ready to support the City. Further, no substitutions of key project personnel will occur without the City's written approval.

MOE’s current insurance coverage meets the City’s insurance requirements. MOE is prepared to execute the City’s Contract for Professional Services as written.

We look forward to working with the City’s staff and providing exceptional As-Needed Stormwater Program Technical Support Services.

If you have any questions, please call me at 858.987.4169.

Respectfully submitted,

Mikhail Ogawa P.E. QSD
President/Principal Engineer

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1 COMPANY INFORMATION
Mikhail Ogawa Engineering Inc. dba MOE – A California Corporation Proposal Contact Person and Authorized to Enter Contracts for MOE:

Mikhail Ogawa, P.E. | President
Phone: 858.987.4169 | [email protected]

Address and Location of Project Work:
731 S. Highway 101, Suite 16
Solana Beach, CA 92075
California Secretary of State Entity Number: C3660205
California Department of Industrial Relations (DIR) Number: 1000031931 Number of Employees in San Diego County: 13
2 PROJECT UNDERSTANDING OF REGULATORY ENVIRONMENT
The City of Vista implements its stormwater program per its Jurisdictional Runoff Management Plan (JRMP) and the San Diego Regional Water Quality Control Board’s Municipal Separate Storm Sewer System (MS4) Permit (Order R9-2013-0001, as amended). Vista is a Copermittee in the Carlsbad and San Luis Rey Watershed Management Areas (WMAs), coordinating strategies through the respective WMA Water Quality Improvement Plans (WQIPs).

In the Carlsbad WMA, the City currently focuses on hydromodification as the highest priority water quality condition, while addressing other priority water quality conditions (PWQCs) through phased, adaptive monitoring and management. In the San Luis Rey WMA, Vista’s tributary area is relatively small; however, the City has remained an active partner in WQIP implementation, Bacteria Total Maximum Daily Load (TMDL) issues, and in the recently completed Provision B.3.c watershed planning process, which refined pollutant priorities, schedules, and multi-benefit project opportunities.

As the MS4 Permit Reissuance approaches, Vista must continue balancing regulatory expectations across both WMAs. Our team understands this context and will support the City in meeting its obligations efficiently, ensuring regulatory compliance while focusing resources where they have the greatest water quality benefits. Among other updates, the permit reissuance is expected to include trash requirements and a new WQIP process. This process will allow the City to reevaluate and adapt its PWQCs and Highest Priority Water Quality Conditions (HPWQCs). The MOE Team closely monitors the trash requirements, statewide cost-reporting obligations, and the anticipated changes to the watershed management provisions of the MS4 Permit Reissuance. MOE’s involvement in regional and statewide efforts provides insights into and an understanding of the regulatory environment the City faces. Our involvement includes, but is not limited to:
„ Directly engaging with the Regional Water Quality Control Board (RWQCB) across many topics: MS4 Permit, Construction General Permit (CGP), Wastewater Permits, Industrial General Permit (IGP) „ Maintaining a strong leadership role in the San Diego Region for the MS4 Permit Reissuance process „ Participating in SD Regional Copermittee groups: Program Planning Subcommittee; several WMA groups; Land Development Workgroup, Project Clean Water Workgroup
„ Leading (as watershed coordinator) efforts of the Carlsbad WMA Copermittees „ Managing programs for several Copermittees in the San Diego Region „ Participating in California Stormwater Quality Association (CASQA) Committees focused on Policy and Permitting, the incorporation of trash requirements into MS4 permits, and statewide cost reporting for Copermittees Although the MS4 Permit is the City's most significant regulatory issue, other state and national issues, including those listed in the table below, also have implications for the City. While it is beyond the scope of this discussion to elaborate on each of these issues, it is enough to note that these policies and regulations will likely have some impact, ranging from minor to significant, on the City of Vista.

State and National Regulatory Issues Potentially Impacting the City of Vista Category Potential Regulatory Issues
Stormwater
• Water Quality Improvement Plan approaches (based on RWQCB expressed expectations) • Numeric limits and incorporation of TMDLs into permits • Future municipal audits and follow up enforcement actions • Phase II Permit: relationship with enrollees within the City • Statewide Construction General Permit: relationship to City CIP projects 10/14/2025 C4 49 of 156

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Category Potential Regulatory Issues
Basin Planning and Total
Maximum Daily Loads
(TMDLs)
• Basin Plan Triennial Reviews and 303(d)-listing cycles • Implementation of Bacteria TMDL in San Luis Rey watershed • Development of Buena Vista Lagoon Sediment TMDL
• Proposed and future 303(d) listings, delistings, and TMDLs New USEPA, CDPH,
Regional Board, and State
Board Criteria Development
and Implementation including
SIP Revisions
• Toxicity: State Policy directed towards wastewater but applied to stormwater • Bacteria: USEPA standards revisions
• Mercury: State Board consideration of statewide objectives for fish tissue • Trash: State Board consideration of a statewide trash policy • Ocean Plan: State Board update to Ocean Plan provisions, including ASBS • Sediment Quality Objectives: Application of State adopted SQOs • Hardness: State Board consideration of hardness policy for metals • Biological Objectives: State Board development of new criteria • Copper and Zinc: State Policy to develop SSOs using a biotic ligand model (BLM) • Nutrients: USEPA ambient nutrient criteria for lakes and reservoirs • PFOS and PFOA: Aquatic life criteria for perfluorooctane sulfonate and perfluorooctanoic acid • Organics Recycling: SB1383
• WOTUS: New State legislation to revise the definition of WOTUS 3 PROPOSED TASK ORDER APPROACH

Our approach to managing task orders under Vista’s as-needed contract builds on proven methods of effective communication, workload management, quality assurance, and regulatory compliance. The following key elements define our approach:

TIME AND BUDGET MANAGEMENT
Time and budget management are essential for completing multiple task order assignments successfully. When task orders are initiated, our Project Manager, Mikhail Ogawa, will meet with the City to confirm scope, deliverables, and expectations. We ask that the City provide high-level and key scope points to help streamline development and reduce revisions. Our team will prepare a proposal letter with a budget and schedule for the City's review. Any necessary adjustments will be made quickly to speed up the purchase order process. Each task order will include a timeline with City milestones, regulatory deadlines, and delivery dates.

Individual task order budgets and total agreement capacity will be monitored using our internal project management tools, which forecast completion costs. This approach ensures resources are aligned with the City’s needs and that all work stays within approved budgets.

MOE Overall Project Management and Implementation
„ Communication: MOE recognizes the need to be available for meetings with City staff to coordinate efforts and confirm management and implementation approaches. Our staff is always available to meet and discuss or respond to all situations regarding project services. Our Project Manager, Mikhail Ogawa, will maintain appropriate contact with City representative(s) to ensure proper coordination during all project phases. „ Leadership: MOE’s two Principals, Mikhail Ogawa and Roshan Christoph, will support the City, by ensuring appropriate resources are continuously available to deliver project services. Our Principals will be available to communicate with City staff about any concerns or successes regarding MOE and the project. „ Compliance Focused Implementation: One of the primary foundations of our firm’s approach is providing cost- effective and efficient services that are compliant with regulatory requirements. We take the time to understand the requirements of the MS4 Permit, City applicable WQIPs, JRMP, City Municipal Code, and other applicable regulatory documents so that the recommendations we offer are sound and maintain compliance. „ Experience: We leverage our regional experiences to improve the services we offer. MOE is actively involved in many important regional, watershed, and jurisdictional initiatives including, but not limited to: WQIP implementation, MS4 permit reissuance, TMDL implementation, reporting and assessment standards, effectiveness evaluation, monitoring programs, trash program deployment, land development efforts, and regional workgroups. 10/14/2025 C4 50 of 156

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DOCUMENTATION
We will provide a budget update with each task order invoice. This process offers the City a clear and concise view of progress and costs. We use standardized electronic filing systems for all task orders, ensuring consistent organization of communications, technical submittals, and billing data.

REQUIREMENTS FROM THE CITY
We will request available data, records, and other relevant information at the beginning of each task order to support efficient project execution. Depending on the nature of the task, we may seek City guidance, oversight, or participation in technical and regulatory discussions. Our goal is to reduce the burden on City staff by developing clear scopes and identifying deliverables early.

WORKLOAD MANAGEMENT
We carefully oversee staff availability and workload for each task order. MOE management holds weekly workload meetings to assess utilization, upcoming deliverables, and staffing requirements. We also have regular check-ins with subconsultants to ensure balanced workloads and timely deliverables. With access to a deep pool of regional staff, we can bring in additional resources if needed to support the City.

QUALITY ASSURANCE / QUALITY CONTROL (QA/QC)
MOE’s methods of QA and QC implementation are as follows:
„ Before beginning any task order for the City, Mikhail Ogawa (Project Manager) and Roshan Christoph (QA/QC lead) will confirm with the City for project deliverables and activities. „ For each project, Ms. Christoph will prepare a project control plan. • The plan will establish the goals, objectives, methods, project staff, and QC requirements for proper project development and implementation. It will be updated as necessary as the project proceeds. • When required to develop documents for this project, the QC Plan will accomplish the following:
1) Identify milestones for QC reviews.
2) Maintain a review log for the task manager to use for tracking and documenting the QC process. „ As necessary, with confirmation of City staff, QC reviews will be outlined as work tasks and integrated into the project schedule. With the completion of each work product, the product author will assemble a set of documents to be reviewed by the designated QC reviewers and Mr. Ogawa.
„ In the event that any work product or deliverable is to be released to the City before required QA/QC procedures have been performed, the following will be implemented:
• Mr. Ogawa will approve the release of the work product or deliverable, • The documents will be marked “Draft/Review Copy – For Information Only,” and • The City will be notified in the transmittal correspondence that the QC process has not been completed for the specified work products or deliverables.
„ All QA/QC documentation will be kept in project files to demonstrate that the project QA/QC requirements are met.

COMPLIANCE AND EXPERIENCE
We recognize that typical task orders align with MS4 Permit requirements, WQIPs, the City’s JRMP, and other applicable regulations. Prior to beginning any task order, our team will identify the relevant regulations and provide recommendations that meet those regulations' requirements and compliance.

MOE’s Approach Ensures Excellent Project Execution
„ Clear communication with City staff at all stages of task order development and implementation. „ Strong leadership to manage resources, resolve issues, and deliver high-quality products. „ Proactive time and budget management to keep work on track and within scope. „ Rigorous QA/QC to ensure deliverables meet City and regulatory standards. „ Efficient use of resources while maintaining compliance and program effectiveness. 10/14/2025 C4 51 of 156

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4 PROJECT TEAM AND ORGANIZATION CHART
The organizational chart below identifies the MOE Team and primary staff available to provide services to the City of Vista for this project. All team members are experienced, versatile, and essential to our service mission. Resumes for all primary team members supporting the City are included at the end of this proposal as Appendix 1. MOE will not substitute staff without prior written approval from the City.

MOE Team Organizational Chart
As the Project Manager and Principal-In-Charge, Mikhail Ogawa will maintain a strong presence and active role in all tasks. This includes participating in task scoping efforts, kickoff and coordination meetings, and reviewing all project deliverables. This management approach ensures high-quality work products and minimizes the administrative burden on City of Vista staff. As the City requests services, Mr. Ogawa will assemble a task-specific team, including a task lead, to support the City’s needs.

Mr. Ogawa is dedicated to this project and his role as Project Manager and Principal-In-Charge, supporting the entire project team. One of his responsibilities in this role is to ensure that all team members have the necessary resources to work effectively and deliver quality products throughout the project. MOE’s current staffing levels enable us to accept this project, incorporate the compliance-driven schedules into our workload, and successfully execute tasks for the City.

ROLES OF PRIME AND SUBCONSULTANTS
MOE (Prime Consultant)
MOE will serve as the primary consultant, offering comprehensive leadership and oversight throughout the entire contract. As the City’s trusted partner for nearly two decades, MOE will handle contract administration, full scope management, task order development, and coordination of all subconsultants. MOE will also oversee quality control on all deliverables to ensure the highest technical standards and consistency across assignments. By maintaining direct communication with the City and aligning resources effectively, MOE pledges that every task order is executed smoothly, on time, and within budget, while protecting the City’s long-term stormwater program goals. 10/14/2025 C4 52 of 156

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AECOM (Subconsultant) | Secretary of State Entity Number: C0608461 | DIR Number: 1000005693 At the request of the City, AECOM will provide specialized support on potential B3.c topics in the San Luis Rey River Watershed, regulatory permitting, and transitional technical consultation as the most recent prime for this contract. AECOM’s unique perspective as the former prime consultant, combined with their extensive institutional knowledge of the City’s stormwater program, offers unmatched continuity and a deep understanding of both regulatory expectations and local program implementation. In addition to these roles, AECOM remains available to support other scope elements as needed, ensuring the City benefits from their breadth of resources and national expertise.

Larry Walker Associates (Subconsultant) | Secretary of State Entity Number: C0965252| DIR Number: 1000007476 At the request of the City, LWA will provide focused expertise on potential B3.c topics in the San Luis Rey River Watershed.

LWA is recognized statewide for their technical depth in water quality science, TMDLs, and policy development. Their involvement ensures the City has access to the most up-to-date strategies and science to address evolving regulatory drivers.

LWA’s targeted contributions will strengthen the City’s ability to anticipate and adapt to future permit requirements.

The MOE Team Advantage
Together, MOE, LWA, and AECOM form a highly coordinated team of experts, each bringing unique strengths and complementary capabilities. MOE’s leadership ensures integration of these resources into a unified effort, providing the City with a seamless, responsive, and technically robust consulting team that is both familiar with the City’s history and well- positioned to guide its stormwater program into the future.

IDENTIFICATION AND RESPONSIBILITIES OF KEY PERSONNEL
Although all staff in the chart and other regional staff can fulfill the required services, key personnel expected to be involved with this project are listed below with identification of their relevant experience. These discussions also describe the proposed responsibilities each staff member will serve on the MOE Team in delivering on-call services for the City. These proposed responsibilities are not intended to be limiting; rather, they provide insight into our approach to providing services to the City of Vista.

Together, these individuals provide the City with a well-rounded and highly experienced team that combines long-standing familiarity with the City’s stormwater program and deep technical expertise across multiple disciplines. This structure ensures continuity, accountability, and the ability to draw on additional bench strength from MOE and subconsultant staff as needed, giving the City confidence that every task order will be completed efficiently, consistently, and to the highest professional standard.

Mikhail P. Ogawa MOE P.E., QSD | Senior Principal
Mr. Ogawa has over 28 years of experience with public agencies, including the Cities of Vista, Coronado, Del Mar, Escondido, San Marcos, Dana Point, Carlsbad, and the Counties of San Diego and Santa Barbara. Mr. Ogawa has undertaken various projects throughout his career, showcasing his expertise in developing and implementing Stormwater/Runoff Management Programs/Watershed Plans. His portfolio includes construction management for successfully restoring a coastal estuary and developing a comprehensive sediment management plan for a sizable reservoir. His diverse experience and focus on water quality give him a big-picture perspective on jurisdictions and the daily operational tasks needed to meet program requirements.

Mr. Ogawa will serve as the Project Manager, Principal-In-Charge, and primary technical consultant to the City.

Roshan Christoph MOE | Associate Principal
Ms. Christoph has over 21 years of experience supporting municipalities with stormwater compliance at the local and state levels. She designed and implemented compliance monitoring, reporting, and strategies for municipalities, specializing in bacteria TMDLs compliance, source investigations, and regulatory strategies. At CASQA, she coordinated and facilitated stakeholder workgroups, developed regional plans, and prioritized efforts to tackle pollution prevention statewide.

Ms. Christoph will be the MOE Team’s QA/QC lead and will use her water quality and regulatory expertise to advise the Team on its approaches to providing services.

Nehemiah Martinez MOE, QSP| Senior Scientist
Mr. Martinez has over 10 years of service to several cities, including Vista, Escondido, Coronado, Del Mar, San Marcos, and Solana Beach. During his career, he has played a vital role in various projects, including implementing entire MS4 programs and SWPPP protocols and monitoring water quality. His expertise includes JRMP implementation and reporting, data analysis, staff training, and managing outfall monitoring activities. Mr. Martinez is a key contributor to stormwater compliance and monitoring efforts, and conducting inspections for construction, Treatment Control Best Management Practice (TCBMP), existing 10/14/2025 C4 53 of 156

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development, and Fats, Oils, and Grease (FOG) programs. His commitment to environmental stewardship and compliance has been widely appreciated by the agencies he has served.

Based on the task orders requested by the City, Mr. Martinez will be a task lead, guiding the Team through the execution of assigned work.

Mark Williams AECOM | Project Manager
Mr. Williams has more than 40 years of experience in stormwater quality, watershed management, erosion control, and National Pollutant Discharge Elimination System (NPDES) permitting. He has managed large municipal, state, federal, and private projects involving Best Management Practice (BMP) design, Low Impact Development (LID) implementation, compliance programs, and environmental restoration. Since 2016, he has provided long-term support to the City of Vista, including JRMP updates, citywide BMP inspections, trash control strategies, and technical review of WQIP reports. His work has received multiple awards from the Association of Environmental Professionals, and he is widely regarded for advancing innovative stormwater programs across Southern California.

Mr. Williams will provide transitional guidance between contracts, having been the Project Manager for the current as-needed stormwater services contract. Mr. Williams has invaluable institutional knowledge regarding the San Luis Rey watershed that will inform the City and guide the Team.

Erik Larsen AECOM | Senior Wetland Scientist/Regulatory Specialist Dr. Larsen brings 27 years of experience in wetland science, permitting, and regulatory compliance, including four years with the U.S. Army Corps of Engineers. His expertise spans delineation of waters of the U.S. and state, wetland ecology, restoration planning, habitat mitigation and monitoring plans, and permitting under the Clean Water Act, Rivers and Harbors Act, Coastal Act, and California Fish and Game Code. He has managed permitting and restoration projects for Los Angeles and Orange Counties (OC), OC Sanitation District, Metropolitan Water District, and the City of Vista, where he helped secure programmatic permits for stormwater channel maintenance. Dr. Larsen is a certified California Rapid Assessment Method (CRAM) instructor widely recognized for his leadership in complex multi-agency regulatory processes.

Mr. Larsen will lead non-NPDES environmental agency permitting tasks for the Team.

Paul Hartman LWA | Associate Scientist
Mr. Hartman is an Associate Scientist and Project Manager with over 25 years of experience in watershed and stormwater management, including as Regional Office Manager for LWA’s San Diego office. His expertise includes TMDL development, regulatory compliance, watershed planning, and alternative compliance approaches under the MS4 Permit. He has managed key projects such as the San Luis Rey River Reasonable Assurance Demonstration, watershed WQIP development, and Provision B.3.c implementation for the County of San Diego and partner cities, including the City of Vista. Previously, he managed the City of Vista’s stormwater program, overseeing channel maintenance, budgeting, and regulatory reporting. His career blends public agency and consulting experience, giving him unique insight into cost-effective and compliant program delivery.

Mr. Hartman will be available as a technical consultant regarding program services related to the San Luis Rey WMA, specifically topics related to the Regional MS4 Permit B.3.c. approach taken by Copermittees.

PROPOSED LINES OF COMMUNICATION
Mr. Ogawa will be the main contact for this contract, working directly with the City on contracting issues, task order development, and overall program coordination. To keep the project running smoothly, MOE suggests that once a task order team is established, the designated Task Order Lead, whether from MOE or a subconsultant, will act as the City’s primary daily contact for that task. This approach allows for prompt communication regarding scheduling, technical concerns, and field issues that need immediate City attention, while avoiding unnecessary communication layers. Throughout each task order, Mr. Ogawa will remain involved, informed, and copied on correspondence, ready to step in when needed to oversee, ensure continuity, and uphold the City’s goals and expectations.

We request that the City directly communicate feedback on team responsiveness, quality control, budget management, and other project operational/performance features to MOE. MOE will immediately communicate any concerns of the City to the project team to maintain acceptable team performance and quality control of all deliverables. Should the City be dissatisfied with team performance at any time, MOE will discuss any necessary changes with the City and immediately implement corrective actions.
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5 EXPERIENCE

The MOE Team, specifically MOE and AECOM, has provided the scope of services requested in this RFP to the City of Vista since 2004. For over two decades, we have worked side-by-side with City staff to develop, implement, assess, and report on the City’s stormwater program. This long-term partnership provides us with a thorough understanding of Vista’s program history, objectives, and daily challenges.

Our work has consistently aligned with the services outlined in the RFP. We bring technical expertise and community-based experience that enhances program performance and ensures efficient use of City resources. Having built strong relationships within Vista and in similar communities across the region, we are uniquely positioned to continue supporting the City with proven, cost-effective approaches.

The MOE Team understands the intent behind current permit requirements and regulatory drivers, enabling us to identify areas where strategic modifications can improve outcomes while maintaining compliance. We routinely assist with program planning, program assessments, internal and external audits, and adapting to evolving regulatory conditions.

Decades of direct experience with Vista’s Clean Water Program have given us a perspective and responsiveness that other firms cannot offer. The following table shows regional storm water programs we have supported by implementing the elements listed in the RFP’s three scope of service areas.

Recent MOE Projects relevant to the City of Vista’s As-Needed Stormwater Program Technical Support Services Clients
Scope of Service Areas
Program
Assessment
Elements
Program
Development
Elements
Program
Implementation
Elements
City of Vista Stormwater Program
City of Coronado Stormwater Program
City of Escondido Stormwater Program
City of Del Mar Clean Water Program
City of Solana Beach Stormwater Program
City of San Marcos Stormwater Program
City of Carlsbad Stormwater Program
City of San Diego Stormwater Program
City of Encinitas Stormwater Program
The following table lists brief descriptions of recent projects MOE, or our team, has completed or is actively working on that demonstrate our qualifications to perform similar services for the City of Vista. Additional examples are available on request.

MOE Team Capabilities and Experience
„ Proven Program Management: MOE has successfully managed and continually improved Storm Water Programs throughout the San Diego Region, with a strong track record of regulatory compliance. „ Municipal Understanding: Our team understands how municipal operations, decision-making, and priorities shape Stormwater Programs, and we know how to align our support accordingly. „ Trusted by City Leadership: We regularly collaborate with Executive Managers, City Attorneys, and departmental staff, and are experienced in preparing council presentations, municipal code updates, and program budgets. „ Strong Regional and Local Expertise: With decades of local experience, we bring both technical insight and familiarity with regional challenges, making us highly effective in adapting to evolving regulations. 10/14/2025 C4 55 of 156

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MOE Team Project Descriptions relevant to the City of Vista’s As-Needed Stormwater Program Technical Support Services Project Key MOE Team
Staff
Relevance to Vista’s As-Needed Storm Water and Wastewater Program Project Project Information
City of Vista
Storm Water
Program Support
Mikhail Ogawa/
Nehemiah
Martinez
MOE has provided program support services to the City of Vista for many years. These services have included program development, tracking, assessment and reporting. MOE has assisted the City in evaluating program practices and BMPs and provided recommendations for improvements to program functions and processes. Support has been provided for jurisdictional and watershed focused program elements.

Contact:

Juan Magdaraog
City of Vista
760.643.5425

Year of completion:

Ongoing As-Needed

Contract Fee:

Average of $118,000
per year
City of Del Mar
Clean Water
Program
Management
Mikhail Ogawa/
Nehemiah
Martinez/
Roshan
Christoph
The multi-year services provided by MOE include program development, source identification, strategy development, management of jurisdictional programs, and participation in watershed efforts, such as WQIPs and TMDLs. Program development, implementation, tracking, assessment, and reporting are directly aligned with the City of Vista’s program requirements.

Current support encompasses TCBMP program evaluation and inspections, JRMP and WQIP annual reporting, urban runoff patrols, coordination with WQIP workgroups, BMP Design Manual updates, coordination and response to Regional Board audits, and Trash Program implementation planning. MOE conducts citywide staff trainings, monitoring, presentations to City Council, implementation of special studies, education and outreach, program budgeting, inspections/patrols, and investigations and responses to illicit discharges and complaints. Additional efforts include preparing technical memorandums, developing standard operating procedures (SOPs), inspection summary reports, and outreach materials such as residential door hangers and fact sheets. MOE collaborates closely with city management and other city departments to ensure the implementation of compliant citywide programs.

Contact:

Karen Brindley
City of Del Mar
858.704.3642

Year of completion:

Ongoing As-Needed

Contract Fee:

Average of $250,000
per year
City of Coronado
Stormwater
Program
Management
Mikhail Ogawa/
Nehemiah
Martinez/
Roshan
Christoph
The multi-year services provided by MOE include program and strategy development, management of jurisdictional programs, and participation in watershed efforts, such as WQIPs and TMDLs. Program development, implementation, tracking, assessment, and reporting are directly aligned with the City of Vista’s program requirements. Current support encompasses TCBMP program evaluation and inspections, JRMP and WQIP annual reporting, urban runoff patrols, coordination with WQIP workgroups, BMP Design Manual updates, and Trash Program implementation planning. MOE conducts education and outreach, inspections/patrols, and investigations and responses to illicit discharges and complaints. Additional efforts include preparing technical memorandums, preparing presentations to the City Council and executive management, developing SOPs, inspection summary reports, and outreach materials. MOE collaborates closely with city management and other city departments to ensure the implementation of compliant citywide programs.

Contact:

Mike McCall
City of Coronado
619.522.2652

Year of completion:

Ongoing As-Needed

Contract Fee:

Average of $735,000
per year
Carlsbad WMA
Watershed
Coordinator
Mikhail Ogawa/
Zach Rowlands
MOE has been providing coordinator services to the Carlsbad WMA Copermittees for two decades. Plan development and implementation have included coordination and facilitation of meetings of eight diverse Copermittee agencies, corresponding with the public and RWQCB, and developing the plan. This project is related to Vista’s program in that MOE maintains a current understanding of regional activities from a watershed perspective. Some of the tasks identified in the City’s RFP are directly related to interfacing with WQIPs and watershed groups through prioritizing, reporting, and assessment processes.

Contact:

Tim Murphy
City of Carlsbad
442.339.2587

Year of completion:

Ongoing As-Needed

Contract Fee:

Average of $215,000
per year
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Project Key MOE Team
Staff
Relevance to Vista’s As-Needed Storm Water and Wastewater Program Project Project Information
City of Vista
Permitting
Support
Mark
Williams/Erik
Larsen
AECOM partnered with Vista to renew stormwater channel maintenance permits from USACE, RWQCB, and CDFW, which expired in 2020. They collaborated with city departments to reassess needs and evaluate new sites. Services included surveys at 40+ sites, updating maps, and habitat assessments. AECOM prepared a BMP Manual, held pre-application meetings, and created an agency activity matrix. An MND Addendum supported 401 and 1602 permits. Final permits were issued in 2021.

Contact:

City of Vista

Year of completion:
2021
City of Vista San
Luis Rey WMA
Support
Mark Williams
AECOM has helped the City develop compliance strategies for the San Luis Rey Watershed, including hydrological studies, land use analysis, and modeling of water quality. Working with San Diego County, Oceanside, and environmental firms, AECOM supported planning, intra-agency discussions, and the creation of a Reasonable Assurance Demonstration document. This outlined the pathway to meet water quality goals, stormwater BMPs, and regulatory timelines for WQBELs, TMDLs, and other WQIP goals in the watershed.

Contact:

Juan Magdaraog
City of Carlsbad
760.602.7587

Year of completion:

Ongoing As-Needed
San Luis Rey
WMA Support Paul Hartman
LWA assists the San Luis Rey Watershed agencies in implementing MS4 Permit Provision B.3.c through a watershed-wide strategy that balances higher implementation standards with flexibility in measures, monitoring, and schedules. For Vista, whose drainage area is small, compliance efforts are scaled appropriately, with primary focus on Guajome Lake and pollutant concerns of bacteria and nutrients. Dry weather efforts emphasize eliminating non-stormwater flows and addressing possible groundwater contributions, while wet weather strategies prioritize cost-effective, non- structural actions such as agricultural partnerships and sediment controls.

The approach provides Vista with targeted, efficient programs that maintain compliance without straining budgets or ongoing efforts.

Contact:

County of San Diego
and San Luis Rey
Participating
Agencies

Year of completion:

Ongoing
City of Solana
Beach JRMP
Program
Implementation
Mikhail Ogawa/
Nehemiah
Martinez
The multi-year services provided by MOE include program development, source identification, strategy development, management of jurisdictional programs, and participation in watershed efforts, such as WQIPs and TMDLs. Program development, implementation, tracking, assessment, and reporting are directly aligned with the City of Vista’s program requirements.

Current support encompasses TCBMP program evaluation and inspections, JRMP and WQIP annual reporting, urban runoff patrols, coordination with WQIP workgroups, BMP Design Manual updates, coordination and response to Regional Board audits, and Trash Program implementation planning. MOE conducts citywide staff trainings, monitoring, presentations to City Council, implementation of special studies, education and outreach, program budgeting, inspections/patrols, and investigations and responses to illicit discharges and complaints.

Additional efforts include preparing technical memorandums, standard operating procedures, inspection summary reports, and outreach materials such as residential door hangers and fact sheets. MOE collaborates closely with city management and other city departments to ensure the implementation of compliant citywide programs.

Contact:

Dan Goldberg
City of Solana Beach
858.720.2474

Year of completion:

Ongoing As-Needed

Contract Fee:

Average of $120,000
per year
6 REFERENCES
The following is a listing of client references for projects with similar tasks as required in the RFP.

Contact Name Client Name Location Email Address and Phone Number Mr. Mike McCall City of Coronado* Coronado [email protected] | 619.522.2652 Mr. Dan Goldberg City of Solana Beach* Solana Beach [email protected] | 858.720.2474 Ms. Karen Brindley City of Del Mar* Del Mar [email protected] | 858.704.3642 Mr. Reed Thornberry City of San Marcos San Marcos [email protected] | 760.744.1050 ext. 3217 Mr. Tim Murphy City of Carlsbad* Carlsbad [email protected] | 442.339.2587 *Coincides with project descriptions above
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7 EXCEPTIONS TO THE RFP
By submitting this proposal, MOE certifies that we have read, understood, and accepted without exception the contents of the City’s RFP, including the City of Vista’s Job Order Contract for Professional Services (Attachment B of RFP), as is, without modifications.
8 ADDENDA TO THE RFP
No addenda were issued for the project Request for Proposal (RFP). 9 RFP REQUIRED SUBMITTALS
In addition to the proposal, the City’s RFP requires the following separate submittals to be uploaded to the OpenGov portal.

MOE acknowledges these submittals are required and uploaded.

1. Fee Schedule

2. W-9
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APPENDIX 1

MOE TEAM RESUMES
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Mikhail P. Ogawa, P.E., QSD/QSP
President | Principal Engineer
Mr. Ogawa has over 28 years of experience providing regulatory and technical expertise to municipalities in stormwater compliance, permitting, and program management. He has led the development, implementation, and assessment of municipal stormwater programs, focusing on Municipal Separate Storm Sewer System (MS4) Permit compliance, Total Maximum Daily Load (TMDL) implementation, and jurisdictional runoff management. His extensive experience working with the Regional Water Quality Control Board (RWQCB), the Environmental Protection Agency (EPA), and multiple watershed groups allows him to provide strategic regulatory guidance to cities like Vista.

He has served as Stormwater Program Manager for multiple municipalities, including Del Mar, Coronado, and Dana Point. He has actively participated in regional stormwater workgroups, ensuring cities comply with National Pollutant Discharge Elimination System (NPDES), MS4, and TMDL requirements while advocating for practical, cost-effective solutions.

His deep regulatory knowledge, history of successful MS4 Permit compliance efforts, and established relationships with the RWQCB make him a strategic asset in ensuring Vista remains compliant while navigating new permit requirements and evolving regulatory expectations.

Key Qualifications:

Regulatory Expertise: Extensive experience interpreting and applying MS4 Permit requirements, including Jurisdictional Runoff Management Program (JRMP) updates, Water Quality Improvement Plans (WQIPs), and new regulatory developments impacting municipalities.

Programmatic Compliance & Development: Successfully led the revision and implementation of stormwater ordinances, JRMP updates, and TMDL compliance strategies for multiple jurisdictions.

Technical Leadership: Led technical teams in stormwater policy review, regulatory coordination, permit negotiation, and water quality data analysis to support municipal stormwater compliance programs.

Relevant experience includes:

City of Del Mar Clean Water, Program Manager, Del Mar, California – Mr. Ogawa, program manager for the City’s Clean Water Program (1999-2004, 2009-present), oversees development, implementation, and reporting. The program manages MS4 permit compliance, including education, outreach, construction oversight, monitoring, inspection, and assessment. He collaborates with city departments, handles inquiries, develops budgets, and works with RWQCB staff on MS4 permit issues.

Carlsbad Watershed, Watershed Coordinator, Carlsbad, California – Mr. Ogawa has been the Watershed Coordinator for the Carlsbad Watershed Management Area since 2007, playing a key role in developing and coordinating efforts to improve water quality. He advanced watershed management processes, guided programs with evolving data, and developed strategies for MS4 Permit and WQIP compliance. From 2013-2015, he led the creation of the Carlsbad WQIP, a multi-agency effort with water assessments, Best Management Practice (BMP) evaluations, and implementation plans tailored to the watershed. His ongoing work includes annual WQIP reports, assessments, and adaptive management to keep strategies effective and efficient. His relationships with agencies and regulators enable him to advocate for practical, data-driven solutions that improve compliance and reduce local burdens.

City of Coronado Stormwater & Wastewater Program Compliance Support, Coronado, California – Mr. Ogawa has provided strategic support to the City of Coronado’s Stormwater and Wastewater Programs, assisting with MS4 Permit compliance, assessments, and infrastructure management. He reviews stormwater strategies, assesses BMP effectiveness, and supports updates to meet regulatory changes. He coordinates with City staff, regulators, and regional stakeholders to ensure compliance and implement efficient, cost-effective stormwater solutions. He helps with program management, effectiveness assessment, enforcement, and adaptive management, aiding in policy refinement that balances environmental protection and municipal needs. His deep knowledge of regional regulations like MS4 Permit, TMDL, and wastewater compliance makes him a valuable resource for the City’s stormwater and wastewater initiatives.

EDUCATION
M.S. Civil & Environmental
Engineering
San Diego State University

B.S. Equivalent, Civil &
Environmental Engineering
San Diego State University

B.S. Aerospace
Engineering
San Diego State University

REGISTRATION
Professional Engineer-Civil
Engineering
State of California C59603

CERTIFICATIONS
CASQA Qualified SWPPP
Developer, QSD #20408
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Roshan Christoph
Associate Principal Scientist
Ms. Christoph has over 21 years of experience supporting municipalities with stormwater compliance at the local and state levels. She designed and implemented compliance monitoring, reporting, and strategies for municipalities, specializing in bacteria Total Maximum Daily Loads (TMDLs). At the California Stormwater Quality Association (CASQA), she coordinated and facilitated stakeholder workgroups, developed regional plans, and prioritized efforts to tackle pollution prevention statewide.

Relevant experience includes:

City of Coronado Storm Water and Wastewater Program Management, Coronado, California – Ms. Christoph provides technical guidance on non-stormwater discharges and applicable National Pollutant Discharge Elimination System (NPDES) permit requirements. Ms. Christoph is responsible for data assessment and reporting for the Swimmable Waters program, which is the City’s focused priority water quality condition in the San Diego Bay Water Quality Improvement Plan (WQIP).

City of Del Mar, Clean Water Program, Del Mar, California – Ms. Christoph provides technical guidance on adaptive monitoring to address non-stormwater discharges and potential sources of sediment and/or bacteria related to their highest priority water quality conditions. She tracks regulatory topics and supports regional collaboration relevant to beach water quality.

Port of San Diego, Shelter Island Shoreline Park (SISP) Bacteria TMDL Program Support Services, Technical Advisor, San Diego, California – Ms. Christoph reviewed documents related to the SISP Bacteria TMDL Monitoring Program to identify updates to the quality assurance metrics and provide an outline of data needs for compliance options as outlined in Attachment E.5. She revised the annual report to provide a clear and concise presentation of compliance and provided a 303(d) analysis and strategy to support future delisting.

City of San Diego Water Quality Response Team (WQRT) Team and Bacteria Time Schedule Order (TSO) Support, Technical Advisor, San Diego, California – Ms. Christoph reviewed and provided recommendations on technical memos on source investigations conducted by the City’s WQRT to highlight City corrective actions and water quality improvements. She supported the development of the TSO Microbial Source Investigation Work Plans to meet the requirements of Directive 5.A.1.x. Ms. Christoph outlined the monitoring framework to meet the requirements of Directive 5.A.1.vii.

Non-MOE Projects:

CASQA, Draft CASQA Annual Report for 2021-2022, Program Manager, California – As the first CASQA Program Manager, Ms. Christoph enjoyed the challenge of revising the CASQA Annual Report format from a technical report to a concise, vision-focused report. The report presented two years of information in fewer pages than the previous annual reports and was organized based on the five pillars of CASQA’s vision.

CASQA, Subcommittee Support, Program Manager, California – Ms. Christoph worked with the CASQA Subcommittees to develop initiatives and detailed work plans for 2023. She also worked closely with the Construction General Permit (CGP) and Industrial General Permit (IGP) Training Teams, Monitoring and Science Subcommittees.

City of Vista, Special Project – At Wood, Ms. Christoph developed a source investigation protocol, supervised field work, and summarized the key findings and results.

City of Encinitas, Carlsbad Watershed Monitoring and Assessment Program (MAP), Program Manager, Encinitas, California – Ms. Christoph was responsible for implementing the MAP, facilitating program decisions, wet weather monitoring, bioassessments, MS4 assessments, and adaptive management. She led the 5-year analysis of water quality data, designed a visual display of outcomes, and highlighted the protection of beneficial uses in the Carlsbad WMA Regional Monitoring and Assessment Report for the Report of Waste Discharge (ROWD).

EDUCATION
B.A. Environmental
Studies
University of San
Diego
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Nehemiah Martinez, QSP, RWSS
Senior Scientist
Mr. Martinez has over 10 years of experience in the stormwater and environmental compliance field. Mr. Martinez has worked with public agencies, including the Cities of Del Mar, Encinitas, Escondido, San Marcos, Solana Beach, and Vista. Mr. Martinez directly responds to resident concerns through IC/ID hotlines, educates and engages the public at annual events, and represents agencies at regional workgroups such as the PPS, Project Cleanwater, and Monitoring Workgroups. He has experience monitoring outfalls, water quality data analysis, and dry weather Municipal Separate Storm Sewer System (MS4) assessments. As part of water quality data analysis, Mr. Martinez compares analytical results against water quality objectives for the San Dieguito, Los Penasquitos, and Carlsbad Watersheds.

Relevant experience includes:

City of Vista Treatment Control Best Management Practice (TCBMP) Inspection, Vista, California – Mr. Martinez oversees inspections of more than 300 TCBMPs across the city to determine whether or not the controls are operating sufficiently. TCBMPs that required maintenance were recommended for a follow-up inspection. The field inspections also included populating the City of Vista’s asset management tool, Cityworks, with pertinent inspection data.

Throughout the process, Mr. Martinez contacted property owners and residents to gain access to several sites for inspection.

City of Vista Fats, Oils, and Grease (FOG) Inspection Program, Vista, California – Mr. Martinez completed inspections of food service establishments as part of the City of Vista’s FOG Control Program. His experience includes site evaluations of grease control devices and verification of compliance with the City of Vista’s municipal code in regard to FOG regulations. Mr. Martinez initiated site inspections through contact with on-site personnel and documented inspection results through the City of Vista’s asset management tool, Cityworks.

City of Del Mar, Clean Water Program, Project Lead, Del Mar, California – Mr. Martinez provides monitoring and inspection support for managing the City of Del Mar's municipal program components through the Clean Water Program. This includes bimonthly patrols of the City's residential, municipal, commercial, and industrial facilities, residential construction inspections, as well as inspections and dry weather monitoring of the City’s major and minor outfalls. The field screening of the City’s outfalls includes visual field observations, flow estimations, source investigations, trash assessments, and data tracking and management, including preparing the data for CEDEN submittal. He has also overseen the preparation of the Jurisdictional Runoff Management Program (JRMP) annual report for both the San Dieguito and Los Penasquitos Watershed Management Areas (WMAs). Mr. Martinez conducts staff trainings for the City’s Public Works and field staff for identifying and reporting stormwater issues. Mr. Martinez directly responds to resident concerns through IC/ID hotlines, educates and engages the public at annual events, and represents agencies at regional workgroups such as the PPS, Project Clean Water, and Monitoring Workgroups.

City of Solana Beach Storm Water Program Support, Solana Beach, California – Mr. Martinez provides monitoring and inspection support for Solana Beach’s Storm Water Program. This includes residential, commercial, industrial, municipal, and construction inspections. Duties include existing development patrol and illicit discharge investigation, and follow-up. He meets and communicates with construction site supervisors, city staff, and residents to discuss proper stormwater protection measures. Support includes detailed logging of inspection observations, coordination with individual contractors at active construction sites, follow-up inspections to ensure compliance, and enforcement proceedings when required. Mr. Martinez also conducts staff trainings for the City’s Public Works and field staff for identifying and reporting stormwater issues. He has also overseen the preparation of the JRMP annual report for both the San Dieguito and Carlsbad WMAs. Mr. Martinez directly responds to resident concerns through IC/ID hotlines, educates and engages the public at annual events, and represents agencies at regional workgroups such as the PPS, Project Clean Water, and Monitoring Workgroups.

EDUCATION
B.S. Environmental
Resource Management
Pennsylvania State
University

CERTIFICATIONS
QSP: #276669
RWSS: #4567

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Zach Rowlands
Associate Scientist
Mr. Rowlands has over 6 years of experience in the stormwater and environmental science field. Mr. Rowlands has experience working with public agencies, including the Cities of San Diego, Coronado, Carlsbad, Vista, Solana Beach, and Del Mar. He is skilled in environmental compliance investigations and documentation, data management, and report writing. Mr.

Rowlands has worked on complex projects ranging from Storm Water Pollution Prevention Plan (SWPPP) implementation to conducting water quality monitoring for Municipal Separate Storm Sewer System (MS4) and Industrial General Permit (IGP) compliance.

Relevant experience includes:

City of Vista Treatment Control Best Management Practice (TCBMP) Inspections, Vista, California - Mr. Rowlands completed annual inspections of TCBMPs to ensure structural BMPs and devices were maintained and functioning properly. Inspection results were documented through the City of Vista’s data management tool, Cityworks.

City of Vista Fats, Oils, and Grease (FOG) Inspection Program, Vista, California - Mr. Rowlands coordinated and completed inspections of food service establishments as part of the City of Vista’s FOG Control Program. His experience includes site evaluations of grease control devices and verification of compliance with the City of Vista’s municipal code regarding FOG regulations. Additionally, Mr. Rowlands provided valuable feedback and has been a resource for City staff in developing a robust FOG program. Mr. Rowlands initiated site inspections through contact with on-site personnel and documented inspection results through the City of Vista’s data management tool, Cityworks.

Carlsbad Watershed Management Area (WMA) Water Quality Improvement Plan (WQIP) - Watershed Coordinator Services, Carlsbad Watershed Copermittees, Northern San Diego County, California – Mr.

Rowlands supports MOE’s watershed management services as the watershed coordinator for the cities of Carlsbad, Encinitas, Escondido, Oceanside, San Marcos, Solana Beach, Vista, and the County of San Diego. Mr. Rowlands supports the annual reporting process by collecting and consolidating Copermittee watershed and jurisdictional data.

This effort requires frequent communication with Copermittees and consultants.

City of Del Mar Clean Water Program, Del Mar, California - Mr. Rowlands supports the City’s Clean Water Program by performing residential, commercial, municipal, and construction inspections. Duties include conducting bi-weekly, monthly, pre-rain, and post-rain inspections. This work requires communication with construction site supervisors and residents to ensure proper stormwater management. Support includes detailed logging of inspection observations and coordination with individual contractors at active construction sites. Duties include existing development patrol, illicit discharge investigation, and follow-up oversight.

City of Coronado Storm Water and Wastewater Program Management, Coronado, California – Mr. Rowlands conducted inspections of food service establishments as part of the City of Coronado’s FOG program. His experience includes site evaluations of grease control devices and verification of compliance with the City of Coronado’s municipal code regarding grease and waste discharge regulations. Mr. Rowlands initiated site inspections by contacting on-site personnel and documenting inspection results. Mr. Rowlands supports the City’s Storm Water Program by performing residential construction inspections. Duties include conducting routine BMP inspections as well as inspecting subterranean drain systems and stormwater plumbing features of all construction projects within the City. This work requires communication with construction site supervisors and residents to ensure proper stormwater management and compliance with approved plan sets. Support includes completing detailed inspection reports using Survey 123 and tracking inspection data in the City’s permit tracking software. Mr. Rowlands also supports the City’s Swimmable Waters program, which requires weekly sampling for indicator bacteria. Duties include conducting weekly ocean sampling and coordinating laboratory analysis.

EDUCATION
B.S. Environmental
Science
Loyola Marymount
University -2017

CERTIFICATIONS
QSP: #28545
RWSS: #6250
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Genel Davis, MS, EIT
Associate Engineer
Ms. Davis is an Environmental Engineer with over 10 years of experience working with public agencies, including the Cities of Carlsbad, Coronado, Del Mar, Encinitas, La Mesa, Oceanside, San Diego, San Marcos, Solana Beach, and Vista. She specializes in stormwater and wastewater program implementation, with expertise in watershed planning, Sewer System Management Plans (SSMPs) audits and updates, BMP design, regulatory compliance, and Geographic Information System (GIS) based asset management. Ms. Davis also manages minor capital improvement projects to help agencies meet multi-benefit objectives and optimize infrastructure investments.

Relevant experience includes:

City of Vista Agua Hedionda Hydromodification Characterization, Vista, California – As a subconsultant supporting the City of Vista, Ms. Davis is assisting in the assessment of stormwater runoff conditions within the City of Vista’s jurisdictional drainage area within the Agua Hedionda watershed. The assessment will also investigate potential hydromodification solutions and provide next-step recommendations.

City of Vista Fats, Oils, and Grease (FOG) Program, Vista, California – Ms. Davis provided technical support for the City of Vista’s FOG program. She conducted a spatial analysis of past food service establishments (FSEs) inspection data to prioritize FSE site inspections and update the City’s FSE database.

City of Vista Structural BMP Inspection Program Procedures Support, Vista, California – Ms. Davis is assisting in an evaluation of the City of Vista’s Structural BMP Inspection Program. Ms. Davis assists in developing standard operating procedures (SOPs) and guidance documents that outline the City’s BMP inventory, inspection, prioritization, scheduling, and data management processes necessary to meet regulatory reporting compliance.

City of Coronado Wastewater Program Support, Coronado, California – Ms. Davis provides staff extension services for the City of Coronado’s Public Services Department. Her experience includes serving as a project manager for minor capital improvement projects and preparing presentation materials and staff reports for City Council meetings.

She has supported ordinance amendments in coordination with city staff and legal counsel to facilitate the adoption of updated municipal code provisions. She has also supported updates to SSMPs, ensuring that technical content is clearly communicated and aligned with current regulatory and operational standards.

Carlsbad Watershed Management Area (WMA) Water Quality Improvement Plan (WQIP) Strategic Approach Support, Carlsbad, California – Ms. Davis assisted in the analysis of the Carlsbad WMA WQIP and development of a strategic approach for the City of Carlsbad’s implementation efforts and future WQIP updates. The analysis included the review of City-specific WQIP elements (priorities, sources, strategies), the Master Drainage Plan, and the Habitat Management Plan. Ms. Davis conducted a GIS analysis of the City’s restoration/preservation efforts throughout the Agua Hedionda Hydrologic Area.

City of Solana Beach 2025 SSMP Audit, Solana Beach, California – Ms. Davis is currently conducting a comprehensive audit of the City’s SSMP to assess compliance with updated Waste Discharge Requirements issued by the State Water Resources Control Board. She is evaluating each SSMP element, identifying areas for improvement, and preparing an audit summary with recommended updates to support regulatory alignment and adaptive management.

City of Solana Beach Stormwater Program Support Services, Solana Beach, California – Ms. Davis provides technical support for the City of Solana Beach’s Stormwater Program, ensuring compliance with regulatory requirements, including the Trash Amendments. Her responsibilities encompass trash compliance, monitoring programs, and regulatory support. As part of her trash compliance efforts, she identifies potential sites for trash capture device implementation, conducts on-site feasibility assessments, prepares bid packages, drafts front-end technical specifications, and reviews contractor submittals for compliance with project requirements and technical standards.

EDUCATION
M.S. Environmental
Engineering
University of California,
Irvine

B.S. Environmental
Engineering
University of California,
Irvine

REGISTRATION
Engineer-In-Training
State of California
#157545

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Ellie Deer
Assistant Scientist
Ms. Deer has over 2 years of experience with environmental program implementation of local and state water quality policies related to the Construction General Permit (CGP) and Municipal Separate Storm Sewer System (MS4) Permit. Ms. Deer has worked on behalf of the City of Del Mar, the City of Coronado, the City of Vista, and the City of San Diego to provide stormwater-related services. Additionally, Ms. Deer has experience in conducting and interpreting biological surveys.

Relevant experience includes:

City of Vista Treatment Control Best Management Practice (TCBMP) property-based inspections, Vista, California – Ms. Deer conducted yearly inspections of TCBMPs to verify that structural BMPs and related devices were properly maintained and operating as intended. All inspection findings were recorded using the City of Vista’s data management system.

City of Del Mar Clean Water Program, Del Mar, California - Ms. Deer has provided monitoring and inspection support for managing the City of Del Mar's MS4 compliance through the City’s Clean Water Program. This includes conducting visual outfall monitoring, residential and commercial patrol, and illicit discharge detection and elimination investigation. Additionally, Ms. Deer assists with the development of Geographic Information System (GIS) applications intended to support data recorded during routine inspections related to this program.

City of Del Mar Dry and Wet Weather Monitoring, Del Mar, California – Ms. Deer assists with the field sampling efforts to determine discharge rates, conduct field measurements, collect water quality samples, and record environmental observations in compliance with the MS4 Permit. This program characterized dry-weather water quality flows and conditions at persistently flowing outfalls throughout the city. Monitoring locations are situated throughout the Los Peñasquitos and San Dieguito watersheds. This program evaluates runoff contributions from municipal, commercial, and residential land uses.

City of San Diego Task Order 57 Asset Management GIS Support, San Diego, California—Ms. Deer has assisted with updating the City’s storm drain infrastructure in its GIS database by compiling and interpreting as-built drawings.

City of Coronado GIS Support Services, Coronado, California – Ms. Deer provides GIS support to the Stormwater and Wastewater departments for the City of Coronado, including interpretation and integration of as-built drawings into geospatial datasets. Additionally, Ms. Deer develops detailed maps to support infrastructure planning, maintenance, and regulatory compliance efforts.

City of Coronado, Swimmable Waters Program, Coronado, California – Ms. Deer conducted ocean and outfall water quality sampling for the City of Coronado in accordance with regulatory protocols. She is also responsible for processing and reviewing laboratory analytical data to ensure accuracy and compliance with monitoring requirements.

EDUCATION
B.S. Environmental
Science
Point Loma Nazarene
University

CERTIFICATIONS
QSP: #83664
CESSWI: #12997

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Dustin Tran
Assistant Scientist
Mr. Tran is an Environmental Scientist with 5 years of environmental science and management education. Mr. Tran has experience working with public agencies, including the Cities of San Diego, Vista, Solana Beach, and Del Mar. In addition, Mr. Tran develops Best Management Practice (BMP) maps and provides field inspections for various Stormwater Prevention Pollution Plan (SWPPP) and Water Pollution Control Plan (WPCP) projects. Mr. Tran conducts fat, oils, and grease (FOG) inspections for the City of Del Mar, Vista, and Solana Beach, working closely with stormwater municipalities and stakeholders to maintain compliance.

Relevant experience includes:

City of Vista Fats, Oils, and Grease (FOG) Inspection Program, Vista, California - Mr. Tran coordinated and completed inspections of food service establishments as part of the City of Vista’s FOG Control Program. His experience includes site evaluations of grease control devices and verification of compliance with the City of Vista’s municipal code regarding FOG regulations. Mr.

Tran initiated site inspections by contacting on-site personnel and documenting inspection results through the City of Vista’s data management tool, Cityworks.

Carlsbad Watershed Management Area (WMA) Water Quality Improvement Plan (WQIP) Strategic Approach Support, Carlsbad, California – Mr. Tran assisted in the analysis of the Carlsbad WMA WQIP and the development of a strategic approach for the City of Carlsbad's implementation efforts and future WQIP updates. The analysis included reviewing City-specific WQIP elements (priorities, sources, strategies), the Master Drainage Plan, and the Habitat Management Plan. Mr. Tran assisted with a Geographic Information System (GIS) analysis of the City's restoration/preservation efforts throughout the Agua Hedionda Hydrologic Area.

City of Solana Beach Fats, Oils, and Grease (FOG) Inspection Program, Solana Beach, California - Mr. Tran completed inspections of food service establishments as part of the City of Solana Beach’s FOG program. His responsibilities include site evaluations of grease control devices and verification of compliance with the City of Solana Beach’s municipal code regarding grease and waste discharge regulations. Mr. Tran initiated site inspections by contacting on-site personnel and documenting inspection results. He also followed up on inspections to ensure compliance or proper documentation was collected. Mr. Tran communicated with city staff to escalate the enforcement action if required.

City of Coronado Stormwater Program, Coronado, California - Mr. Tran has provided monitoring and inspection support for the City of Coronado's Municipal Separate Storm Sewer System (MS4) compliance as part of the City’s Stormwater Program. Total and fecal coliform and enterococcus grab samples were collected using modified clean hands/dirty hands methods, placed in coolers with ice, and transported to a lab for analysis. Mr. Tran collected and recorded data on water parameters such as salinity. Mr. Tran visually observed and recorded physical water characteristics such as odor, clarity, and color. Field conditions like weather, wind level, direction, tidal conditions, and number of recreators and wildlife were recorded.

City of San Diego Fiscal Year 2024 and 2025 As-Built Digitization, San Diego, California – As a sub-consultant supporting the City of San Diego, Mr. Tran provided GIS technical support for the City of San Diego's asset management section. Services included (1) georeferencing and digitizing stormwater assets based on as-built record drawings, (2) providing as-needed requests, and (3) field reconnaissance to locate and determine the existence and conditions of stormwater infrastructure.

EDUCATION
M.S. Environmental
Sciences and
Management
California Polytechnic
University, San Luis
Obispo

B.S. Environmental,
Earth and Soil Science
California Polytechnic
University, San Luis
Obispo

CERTIFICATIONS
QSP: #28730
CESSWI: #00012515

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Shiva Chemburkar
Assistant Scientist
Shiva Chemburkar has over 3 years of professional experience with environmental oversight and implementation, environmental remediation, construction safety oversight, environmental policy, and environmental monitoring. Mr. Chemburkar has experience working with San Diego County municipalities, including Del Mar, Solana Beach, San Diego, and Vista. He also has experience in stormwater compliance and monitoring under local and state water quality policies and regulations.

Relevant experience includes:

City of Del Mar Clean Water Program, Del Mar, California - Mr. Chemburkar helps the City of Del Mar maintain Municipal Separate Storm Sewer System (MS4) compliance through Del Mar’s Clean Water Program by providing monitoring and inspection services for active residential construction sites. This entails conducting weather-triggered inspections prior to and following rainfall events for qualifying storm events, as well as monthly and bi-monthly inspections of the same sites during dry weather conditions. Following inspections, he coordinates with the construction lead of each site on necessary improvements and keeps a record of his findings. Mr. Chemburkar also inspects the city’s dry weather and coastal outfalls. Additionally, he promptly addresses notifications from the City's illicit connection and illicit discharge hotline, ensuring the elimination of discharges into the city's stormwater conveyance system.

Throughout this process, he actively engages with construction site supervisors, city personnel, and residents to facilitate discussions on implementing effective stormwater protection measures.

Total Maximum Daily Load (TMDL) Compliance Monitoring, Del Mar, California - Mr. Chemburkar supports the collection of dry and wet weather grab samples. The samples are analyzed for total coliform, fecal coliform, and Enterococcus. He records field measurements for conductivity, pH, temperature, DO, and turbidity at the time of sample collection.

City of Solana Beach Construction Inspections, Solana Beach, California - Mr. Chemburkar provides inspections of residential construction sites as part of the City of Solana Beach’s JRMP (Jurisdictional Runoff Management Program) requirements. He is responsible for recording inspection observations, coordinating with contractors at active construction sites, performing follow-up inspections to ensure compliance, and enforcing violations when required.

EDUCATION
B.S. Environmental Earth and
Soil Science
California Polytechnic State
University – San Luis Obispo

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Mark Williams, CPSWQ, CPESC, QSD, QISP/IGP ToR
Project Manager/Technical Support
Mark Williams has been involved in environmental investigations for more than 40 years, focusing on stormwater quality, urban runoff and watershed management, erosion control, marine water quality, oceanographic processes, and National Pollutant Discharge Elimination System (NPDES) permitting and
compliance.

He has managed large federal, state, municipal, and private projects involving water quality protection, stormwater best management practice (BMP) research and development, low- impact development (LID) design, environmental impact, and regulatory compliance. During the past 34 years, he has developed and designed several stormwater management
programs for state government, municipalities, port districts, coastal power plants, military installations, industrial complexes, and small businesses. He has won environmental awards for his program designs.

Relevant Project Experience

City of Vista, Water Quality Protection Program,
Vista, CA
Since 2016, provided project management, professional
consultation, compliance strategies, and environmental services for NPDES stormwater compliance support. Task orders have included:
• Jurisdictional Runoff Management Plan updates (2017 and 2019).
• Developing Building Department project intake forms to streamline quality control checklists for project applications. • Assessing Track 1 / Track 2 implementation costs for citywide full-capture trash control devices to meet Order R9-2017-0077. • Conducting a third-party technical review of the City’s draft Trash Cleanup Plan and associated Rate Study.
• Negotiating, applying, and acquiring environmental permits (USACE, RWQCB, and CDFW) for long-term programmatic
MS4 maintenance across the city.
• Performing a special study for watershed hydrologic
connectivity between with the San Luis Rey Watershed and the City’s hydrologic drainage contributions
• Assessing alternative compliance strategies for attenuating potential hydromodification impacts in the Agua Hedionda subwatershed drainage area.
• Providing regulatory and environmental guidance for the Alternative Compliance Option (Provision B.3.c.) of Order R9- 2013-0001 (as amended) for the San Luis Rey Watershed.
• Continuing support for California Mandatory Trash Control (CMTC; Order R9-2017-0077) compliance.

Education
BS, Oceanographic Technology,
Florida Institute of Technology, 1978

Certifications
Industrial General Permit Trainer of
Record, (QISP #132), 2015
Qualified Stormwater Pollution
Prevention Plan Developer,
(QSD #803), 2011
Certified Professional in Storm Water
Quality, (CPSWQ #556), 2009
Certified Professional in Erosion and
Sediment Control,
(CPESC #3843), 2007
BMP Design, Center for Watershed
Protection, 2001
Low Impact Development, 2004

Awards + Honors
Outstanding Environmental Resource
Document, City of Escondido
Jurisdictional Urban Runoff
Management Plan. Awarded by the
Association of Environmental
Professionals, September 2008.

Outstanding Environmental Solution,
Sorrento Creek Channel Maintenance
Project. Awarded by the Association of
Environmental Professionals,
September 2006.

Professional Affiliations
Member, California Stormwater Quality
Association

Papers + Presentations
Williams, M.E. Ocean Currents in the
Santa Barbara Channel. Prepared
for the Goleta Sanitary District, June
1991.

Williams, M.E. BMP Case Studies, A
Drop in the (Rain Gauge) Bucket.

Presentation at the American Public
Works Association Conference, San
Diego, CA, June 2001.

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Erik Larsen, D.Env.

Sr. Wetland Scientist/Regulatory Specialist
Dr. Larsen is a regulatory specialist with extensive experience in regulatory issues related to water resources and environmental planning projects, with expertise in wetland delineation and functional assessment, wetland ecology, restoration, permitting (per Clean Water Act, Rivers and Harbors Act, Section 408, California Fish and Game Code, Porter Cologne, Coastal Act), water quality issues, and watershed management. He has completed numerous permit application processes, ranging from nationwide permits to long-term, programmatic standard individual permits. Dr. Larsen has extensive experience with arid-lands delineation of waters of the U.S. and recently conducted large delineations within the approximately 5,000-acre Wash Plan Area and 450-acre Mill Creek Groundwater Recharge Basins Project Area (San Bernardino County, CA). Prior to AECOM, he worked at the USACE as a regulatory project manager responsible for permit applications for the Clean Water Act, Section 404 regulatory program.

Project Experience

City of Vista, Stormwater Channel Maintenance Programmatic Permit Renewals and Compliance, San Diego County, CA. Dr.

Larsen served as regulatory specialist and strategic advisor to the PM for services to renew programmatic authorizations for stormwater channel maintenance activities citywide. Dr. Larsen supported the City in reexamining its maintenance needs and evaluating new sites to be included in permit renewals. He assisted with technical approach to field surveys at more than 50 sites to update aquatic resource delineations, vegetation mapping, and habitat assessments for sensitive species; assisted with preparation of a Maintenance Workbook that described current maintenance needs and best management practices; debriefed about pre- application meetings with USACE, Regional Water Quality Control Board (RWQCB), and CDFW; conducted reviews of the prepared application packages; and assisted with agency coordination.

Orange County Public Works – Regulatory Permitting for the Haster Basin and Recreational Field Project Environmental Impact Report, and Haster Basin and Recreational Field Project Habitat Mitigation Monitoring Plan, Garden Grove, Orange County, CA. Dr. Larsen assisted OCFCD with regulatory
permitting, which included a Standard Individual Permit (SIP), and associated permitting documents such as the jurisdictional delineation, Draft Public Notice and Environmental Assessment documents. Dr. Larsen developed the mitigation plan with native plant species, and then continued with maintenance and
performance monitoring of the restoration site after construction.

Education
D.Env., Doctorate, Environmental
Science and Engineering, UCLA, 2007
MS, Biology, California State
University, Long Beach, 1995
BS, Biology, Westmont College, 1992

Professional History
12/2007 – Present, AECOM
2002 – 2007, URS/AECOM
1998 – 2002, U.S. Army Corps of
Engineers, Regulatory Division

Trainings/Certifications
Wetland Delineation Training, U.S.

Army Corps of Engineers (Regulatory
IV Course)
Certified Trainer and Practitioner -
California Rapid Assessment Method
(CRAM). Riverine, Estuarine,
Depressional, and Vernal Pool
Modules.

Aquatic Weed Management. Aquatic
Weed School, UC Davis Extension,
Davis, CA
Creation and Restoration of Wetlands.

Olentangy River Wetland Research
Park, Ohio State University

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Amy Gardner, QISP ToR
Senior Water Quality Scientist/Project Manager
Amy Gardner is a senior water quality scientist with 22 years of professional experience working on a range of water quality monitoring projects and environmental assessments. She has experience working with a diversity of clients, including private, municipal, industrial, and state agencies focusing on compliance with state and local environmental regulations. Her project experience includes water quality studies, storm water
management, preparation of environmental compliance
monitoring reports and technical memorandums, sampling plan design, and data management and analysis. Ms. Gardner
specializes in dry and wet-weather water quality monitoring projects for National Pollutant Discharge Elimination System (NPDES) permit compliance, storm water/urban runoff
monitoring, and best management practices (BMP) effectiveness assessments.

Project Experience

City of Vista As-Needed Storm Water Program Technical
Support, Vista, CA. As project manager, responsible for providing technical as-needed assistance for the City’s Water Quality Protection Program and the implementation of the City’s Jurisdictional Runoff Management Plan (JRMP) in compliance with the San Diego municipal storm water National Pollutant Discharge Elimination System permit (Order R9-2013-0001 as amended by Orders R9-2015-0001 and R9-2015-0100). Project tasks include updating the City’s JRMP document for
consistency with watershed plan strategies and to incorporate new/revised City programs/processes and information,
developing program databases to facilitate the collection, tracking, management, and reporting of program data, and developing site inspection forms to provide municipal staff with a streamlined data collection process.

San Diego Association of Governments, Buena Vista
Lagoon Enhancement Environmental Impact Report, San
Diego, CA. As water quality analyst, responsible for preparation of the Water Quality and Hydrology sections of the
Environmental Impact Report (EIR). The environmental impact report addresses the potential environmental impacts that could result from activities under a range of alternatives.

San Diego County Water Authority, San Luis Rey HMA
Restoration Plan Water Quality Technical Report, San Diego, CA. As water quality analyst, prepared a water quality technical report (WQTR) to assess impacts to water quality/water
resources to support the development of the California
Environmental Quality Act (CEQA) analyses for the project.

Education
MAS, Tropical Marine
Ecology/Fisheries Biology, James
Cook University, Australia, 2001
BS, Biology, Ohio University, 1998

Professional History
11/2007 – Present, AECOM
Senior Water Quality Scientist
06/2003 - 10/2007, Weston Solutions
Environmental Scientist

Certifications
Qualified Industrial Storm Water
Practitioner Trainer of Record (QISP
ToR #655), 2017
AECOM Accredited PM Certification,
2015

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Julie Yurkovic
Environmental Engineer
Ms. Yurkovic has 19 years of experience in environmental compliance support. She has assisted commercial, industrial, public, and military facilities with compliance needs in many media areas of environmental compliance. Her primary concern is assisting her clients to ensure that any and all compliance objective strategies introduced to them are implemented at the facility from top to bottom, maximizing the success and sustainability of the facility’s environmental programs.

Ms. Yurkovic has experience in air quality, hazardous materials and hazardous waste, release modeling, recycling, stormwater, wastewater, emergency response programs, safety programs, environmental management systems, sustainability,
environmental training, database management, and auditing.

Experience

Tijuana River Watershed Management Area Water Quality
Improvement Plan Implementation, San Diego, CA. Assisted with the planning and sampling effort for the wet-weather monitoring program. Conducted assessments and managed the database for a special sediment study as a means to further investigate the highest priority water quality conditions within the watershed management area.

California Department of Transportation, Willits Bypass Project, Willits, CA. Database manager responsible for
processing and presenting baseline water quality data in an effort to capture the prevalent baseline trends in the data. The baseline monitoring report was a requirement of the Water Quality Certification and Order R1-2010-0066 issued by the North Coast Regional Water Quality Control Board to Caltrans for the Willits Bypass Project (WDID No. 1B10019WNME). The project involves constructing a highway bypass around the City of Willits in Mendocino County. The bypass project will have impacts to natural resources occurring within and adjacent to the proposed bypass right-of-way.

City of San Diego, Outfall Assessment, San Diego, CA.

Coordination and data management as part of the contract with City of San Diego to meet/improve their MS4 permit stormwater Best Management Practices (BMPs).

Project Engineer, San Onofre Nuclear Generation Station (SONGS) Decommissioning, San Diego, CA. Coordinated the data management of the characterization process, which
included Survey Package Generation, lab sample coordination, sample data receipt/review, and data presentation for reports.

Was chosen specifically to integrate AECOM data other groups onsite within a complex, existing database.

Education
BS, Chemical Engineering, University
of California - San Diego, 2007

Professional History
12/2009 - Present, AECOM
Environmental/Stormwater Engineer
06/2007 - 12/2009, Tracer ES&T Staff
Engineer
01/2005 - 01/2007, CP Kelco
Environmental Engineering Intern

Years of Experience
With AECOM: 15
With Other Firms: 4

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Project Experience

Paul Hartman
Associate Scientist

Professional Experience

Mr. Hartman is an Associate Scientist serving a Project Manager in stormwater and watershed management, and as the Regional Office Manager for LWA’s San Diego Office.

His experience in water quality and regulation has focused on the development and implementation of cost effective, compliant municipal stormwater and watershed programs across California, including support in TMDL development, implementation, compliance evaluations, and new regulatory policies.

Watershed Management & TMDLs
Alternative Compliance with Receiving Water Limitations through Provision B.3.c, San Luis Rey River Watershed Management Area. 2020-Present. County of San Diego, City of Oceanside, City of Vista, CA.

Project Manager serving the County and Participating Agencies in developing an approach to comply with receiving water limitations in the MS4 Permit through Provision B.3.c. The comprehensive approach takes a holistic look at the watershed to identify the water quality priorities (beyond those established in the water quality improvement plan) and identifies effective programs and projects to address those concerns. The process includes quantification of baseline levels of pollutants, reductions needed to attain standards, and potential benefits of programs and projects. The project focuses on bacteria, nutrients, salts, biological integrity, and trash, targeting the Lower SLR, including Guajome Lake.

Reasonable Assurance Demonstration, San Luis Rey River Watershed Management Area. 2020-2022. County of San Diego, CA.

Project Manager for the County developing a Reasonable Assurance Demonstration for the San Luis Rey River Watershed to demonstrate compliance with wet weather targets in the Bacteria TMDL. Stakeholder coordination was paramount, involving the Cities of Oceanside and Vista, and the Regional Water Quality Control Board. The innovative approach included quantification of the benefits of non-structural control measures, green infrastructure on public and private development projects, and regional structural projects to demonstrate how TMDL targets will be met within regulatory schedules.

Water Quality Improvement Plans (WQIP). 2014-2015. County of San Diego, CA.

Project Manager for LWA, as part of a team of consultants, developed the WQIPs for the San Luis Rey and San Diego River Watersheds.

Relevant Experience Prior to LWA
Stormwater Program Manager, City of Vista (2008-2012)
Program Manager for the City of Vista responsible for development and implementation of jurisdictional and watershed programs and reports under the City’s previous MS4 Permit (Order R9-2007-0001); management of the Channel Maintenance and FOG programs; and development and administration of annual budgets for the division. Innovative projects included creating a Strategic Framework to guide the City in navigating regulatory requirements and addressing water quality issues of concern; developing of two successful grant applications under Proposition 84 totaling over $2.5M; and design and initial implementation of a study to investigate the potential for exfiltration from sanitary sewers to contribute to fecal indicator bacteria concentrations within Vista’s portion of the San Luis Rey and Loma Alta Watersheds.

Education
B.S., Biology, 1995, James
Madison University,
Harrisonburg, VA
Years of Experience
With LWA: 12.5
With Public Agencies: 14
Professional Affiliations
Member, California
Stormwater Quality
Association

Member, California Water
Environment Association

Member, Water Environment
Federation
Registrations
Laboratory Analyst, Grade II,
California Water
Environment Association

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MOE TEAM

FEE SCHEDULE
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MIKHAIL OGAWA ENGINEERING INC FEE SCHEDULE

CITY OF VISTA

AS-NEEDED STORMWATER PROGRAM TECHNICAL SUPPORT SERVICES

PRINCIPAL SERVICES
Senior Principal ............................................................................ $215.00 Associate Principal ...................................................................... $205.00

ENGINEERING SERVICES
Senior Engineer ........................................................................... $190.00 Associate Engineer ...................................................................... $180.00 Assistant Engineer ....................................................................... $170.00 Student Engineer ........................................................................... $75.00

ENVIRONMENTAL SCIENTIST SERVICES
Senior Scientist ............................................................................ $190.00 Associate Scientist ....................................................................... $180.00 Assistant Scientist ........................................................................ $170.00 Student Scientist ............................................................................ $75.00

ADMINISTRATIVE SERVICES
Administrative Professional ........................................................... $95.00

EXPENSES AND OUTSIDE SERVICES
In addition, identifiable non-salary costs that are directly attributable to the project such as reproduction costs, postage, etc., are billed at actual cost plus 10 percent.

Fees for subconsultant services provided are billed at actual cost plus 10 percent to cover overhead and administration.

Mileage is billed at current IRS rate at time of service.

RATE SCHEDULE ACKNOWLEDGEMENTS
The rates presented herein shall remain in effect for a period of three (3) years from the date the Agreement is executed.

In the event the City elects to extend the Agreement beyond the initial three-year term, the Fee Schedule may be subject to a one-time adjustment at rates mutually acceptable to the City and Consultant.

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City of Vista
As-Needed Stormwater Program Technical Support Services Fee Schedule
Sta? Labor Category Hourly Rate
Julie Yurkovic
Technician IV, Scientist II, Project Administrator IV, Data Administrator II, CAD/GIS Specialist II, Engineer II, Project Manager II
135.00
Amy Gardner Technician VI, Scientist IV, Data Administrator IV, CAD/GIS Specialist IV, Engineer IV, Project Manager IV 170.00
Erik Larsen Scientist V, Data Administrator V, CAD/GIS Specialist V, Engineer V, Project Manager V 210.00
Mark Williams Scientist VI, CAD/GIS Specialist VI, Engineer VI, Project Manager VI 250.00

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LARRY WALKER ASSOCIATES, INC.

Rate Sheet Effective 2025-2028
Note: (1) Charged when overnight lodging is required. U.S. General Services Administration rates specified by location of work at gsa.gov

REIMBURSABLE COSTS
Travel
Auto Rental Actual Expense
Room Actual Expense
Subsistence and Per Diem Meals Current GSA Rate
Breakfast Current GSA Rate
Lunch Current GSA Rate
Dinner Current GSA Rate
Incidentals Current GSA Rate
Report Reproduction and Copying
Per Color Copy, In-House $0.89
Per Black and White Copy, In-House $0.08
Per Binding, In-House $1.95
Special Postage and Express Mail Actual Expense
Third-Party Material Preparation Actual Expense
Other Direct Costs Actual Expense
Daily Equipment Rental Rates ( Daily Rate)
Single Parameter Meters & Equipment $30.00
Digital Flow Meter $60.00
Multi-Parameter Field Meters & Sondes $100.00
RTK-GPS, River Surveyor, Tracer Study Equipment $250.00 Multi-Parameter Continuous Remote Sensing $40.00
Field Rig (Field Vehicle and All Equipment) $200.00

TITLE HOURLY RATE
Administrative $84
Contract Administrator $160
AR/AP Manager $160
Graphic Designer $146
Project Level I-C $155
Project Level I-B $181
Project Level I-A $208
Project Level II-B $228
Project Level II-A $255
Senior I $277
Senior II $298
Associate I $313
Associate II $334
Vice President $352
Executive Vice President $368
Senior Executive $379
President $379
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00051960 4 Exhibit C, Page 1 of 3

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 10/14/2025 C4 77 of 156

00051960 4 Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.

2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.

Claims Made Policies
If any coverage required is written on a claims -made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to City for review.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 10/14/2025 C4 78 of 156

00051960 4 Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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00051960 4 Exhibit D

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]

NOT APPLICABLE TO THIS CONTRACT

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00051960 4 Exhibit E

EXHIBIT E

SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:

1. State of California grant conditions, as attached.

2. Federal grant conditions, as attached.

3. Other conditions, as attached.

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Professional Services (Non-Construction) (RFP)(NPW)
1 of 9
D-MAX ENGINEERING, INC.
[51960-2] 00051960 4

CONTRACT FOR PROFESSIONAL SERVICES

AS-NEEDED STORMWATER PROGRAM TECHNICAL SUPPORT SERVICES THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Juan Magdaraog
Billing Contact: Juan Magdaraog
The “Contractor”
D-MAX ENGINEERING, INC., a California
corporation
5440 Morehouse Drive, Suite 4500
San Diego, CA 92121
Contact: John Quenzer

2.0 BASIC TERMS

2.1 The “Services” to be performed by Contractor are set forth in the Request for Proposals attached as Exhibit A.

2.2 The “Required License” for the Services is: N/A.

2.3 Contractor, an entity holding the Required License, desires to enter into this “Contract” with City for the Services.

2.4 The “Project” for which the Services are required is described in Exhibit A.

2.5 Contractor has submitted to City a Proposal to perform the Services dated August 22, 2025 (“Exhibit B”).

2.6 The “Contract Ceiling Price” is: $500,000.00

2.7 Any references in Exhibit A or Exhibit B to “Consultant” shall mean Contractor for the purposes of this Contract.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for 36 calendar months (“Term”) from the Contract Date. The Term may be extended at the City’s option for an additional 24 months, in increments of City’s choice, for a maximum Term of 60 months from the Contract Date.

3.3 City may terminate this Contract upon 30 -days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
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EXHIBIT 4

Professional Services (Non-Construction) (RFP)(NPW) 2 of 9 D-MAX ENGINEERING, INC. [51960-2] 00051960 4

4.0 SCOPE
Contractor shall perform all Services including, but not limited to, the furnishing of all tools, equipment, materials, software, and supplies, and for furnishing all transportation, services, including fuel, power and water, essential communications, and the performance of all labor, work, or other operations, as may be required from time to time, in accordance with Exhibit A and Exhibit B. In the event of a conflict between the provisions of Exhibit A and Exhibit B, the provisions of Exhibit A shall control.

5.0 COMPENSATION

5.1 City shall pay Contractor for the Services to be performed as set forth in Exhibit B. For contract option years, City may approve upon contractor’s request for an increase in the pricing in Exhibit B in the amount of the increase in the Consumer Price Index, San Diego Area for all Urban Customers (CIP-U) as published by the Bureau of Labor Statistics during the preceding year, or 3.0% whichever is less.

5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

5.3.1 The changes, additions, and deductions to be made.

5.3.2 The increase or decrease in compensation due the Contractor, if any.

5.3.3 Adjustment in the time of completion, if any.

5.4 Contract Ceiling Price

5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract.

5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Vista Municipal Code Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

5.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract. 10/14/2025 C4 83 of 156

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6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications, and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A–E.

7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

8.0 STANDARD OF PERFORMANCE

8.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience , and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

8.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations , and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

9.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

9.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

9.2 Contractor represents and warrants that all professional services required under this Contract shall be provided by a person or persons duly licensed by the St ate of California to provide those types of services.

9.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

9.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.

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Professional Services (Non-Construction) (RFP)(NPW) 4 of 9 D-MAX ENGINEERING, INC. [51960-2] 00051960 4

9.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

9.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this contract. This is a continuing obligation tha t survives the termination of this Contract.

10.0 CIVIL RIGHTS

10.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

10.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability , mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

10.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

10.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

10.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.

10.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

10.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend, and hold harmless City, and its directors, officers, employees, and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, 10/14/2025 C4 85 of 156

Professional Services (Non-Construction) (RFP)(NPW) 5 of 9 D-MAX ENGINEERING, INC. [51960-2] 00051960 4
including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee , or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee , or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

11.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

12.0 ASSIGNMENT AND SUBCONSULTING

12.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

12.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All sub contractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.

13.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state , or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations. 10/14/2025 C4 86 of 156

Professional Services (Non-Construction) (RFP)(NPW) 6 of 9 D-MAX ENGINEERING, INC. [51960-2] 00051960 4

14.0 FINANCIAL RECORDS

14.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

14.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

15.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services.

16.0 CONFIDENTIALITY

16.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

16.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City, or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

16.3 Contractor’s obligations under this paragraph shall survive the termination of this Contract.
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17.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

18.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

19.0 DUTY OF INDEMNIFICATION

19.1 To the fullest extent permitted by law, Contractor shall (1) immediately defend and (2) indemnify City, and its directors, officers, and employees from and against all liabilities regardless of nature or type that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments ; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution (“Duty of Indemnification”). Contractor’s obligations to both defend and indemnify apply unless it is finally adjudicated that the liability or liabilities, in whole or in part, do not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor or its employees, agents, or subcontractors. Defense counsel shall be approved by City.

19.2 The review, acceptance or approval of Contractor’s work or work product by any indemnified party shall not affect, relieve, or reduce Contractor’s indemnification or defense obligations. This Section survives completion of the services or the termination of this contract.

The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.

19.3 Contractor’s costs of defense shall not exceed Contractor’s proportionate percentage of fault as adjudicated by a court of law, as required by California Civil Code section 2782.8.
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Professional Services (Non-Construction) (RFP)(NPW) 8 of 9 D-MAX ENGINEERING, INC. [51960-2] 00051960 4

20.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

21.0 SERVICE OF NOTICE

21.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

21.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

22.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

23.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

24.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

25.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Pa rties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such orig inal executed Agreement or counterpart thereof first be proven.

Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

26.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding 10/14/2025 C4 89 of 156

Professional Services (Non-Construction) (RFP)(NPW) 9 of 9 D-MAX ENGINEERING, INC. [51960-2] 00051960 4
between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

[Continued on page 9.]

27.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

APPROVED
Allegra Frost
20250922163248

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

“Contractor”

D-MAX ENGINEERING, INC., a California
corporation

By:

Name/Title

By:

Name/Title

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00051960 4 Exhibit A

EXHIBIT A

REQUEST FOR PROPOSALS

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REQUEST FOR PROPOSALS (RFP)

FOR PROFESSIONAL SERVICES
FOR

AS-NEEDED STORMWATER PROGRAM

TECHNICAL SUPPORT SERVICES
Issue Date: July 2, 2025
Submittal Deadline: August 2, 2025 at 4:00 PM
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2 REQUEST FOR PROPOSALS
As-Needed Stormwater Program Technical Support Services I. INTRODUCTION AND PURPOSE
The City of Vista is soliciting proposals from qualified environmental consulting firms (Consultant) for as-needed stormwater program technical support. The City intends to enter into a three-year Agreement for the requested services with up to two (2) selected Consultants. Services provided under each Agreement will have a ceiling amount of $500,000 for the initial three-year term, with an optional two-year extension, for a maximum term of five years from the date of the Agreement. A detailed scope of work and fee will be outlined for each task and assigned to the selected Consultant(s) based on expertise and availability.

Consultants may submit proposals as a single firm with in-house capabilities or as a primary consultant with sub-consultants to provide “full service” stormwater program technical support services on an as-needed basis. For specialized work for which the prime consultant will require a sub-consultant, the prime consultant will serve as an administrative liaison between the City and the sub-consultant. The prime consultant mark-up for sub-consultants and direct costs shall not exceed ten percent (10%). The City reserves the right to request proposals from other firms throughout for special projects requiring unique qualifications.

All Consultants must create an account on the City’s Electronic Bidding System, OpenGov Procurement, to submit a proposal. Consultants can register at:
https://procurement.opengov.com/portal/cityofvista .

Once registered, Consultants must download this solicitation to appear on the Bidder’s List as a “Prospective Bidder.” Consultants that fail to specifically download this solicitation will not appear on the Bidders’ List and will be unable to participate or be considered for this RFP. See further instructions related to OpenGov Procurement under Section V (Proposal), below.

The Consultant and all subconsultants shall have a City of Vista Business License prior to award of contract. Business licenses can be obtained at www.vistabl.com . A City of Vista Business License is not required to propose on this request for proposals.

Special Requirements
As required by Article 2 of Chapter l of Part 7 of Division 2 of the California Labor Code, the Consultant and all subconsultants shall pay not less than the prevailing rate of wages to all 10/14/2025 C4 93 of 156

3 workmen employed in the execution of this Contract as ascertained and adopted by the State of California, Director of Industrial Relations pursuant to the Labor Code.

II. BACKGROUND
The City of Vista is located in San Diego County, within the San Luis Rey and Carlsbad Hydrologic Units. The City is covered by multiple National Pollutant Discharge Elimination System (NPDES) permits issued by the San Diego Regional Water Quality Board and the State of California Water Resources Control Board: Municipal Stormwater Permit (Order No. 2013-0001, as amended by Order No. 2015-0001 and Order No. 2015-0100), the Construction General Permit (Order No. 2012-0006-DWQ), and the Waste Discharge Requirements for Sanitary Sewer Systems (Order 2006 0003 DWQ). Proposers should be familiar with these NPDES permits, applicable Water Quality Improvement Plans (WQIPs), and related water quality regulations.

III. PROPOSED SCOPE OF SERVICES
The City is seeking up to two (2) qualified environmental consulting firm(s) to provide as-needed services that will support its stormwater program activities and compliance with existing or future NPDES permits, notably the municipal stormwater permit and associated WQIPs for the Carlsbad and San Luis Rey watersheds. The current municipal stormwater permit (Order No. R9-2013-001, as amended by Order Nos. R9- 2015-0001 and R9-2015-0100) expired in 2018, remains in effect, and is anticipated for reissuance in 2026.

Potential Consultant tasks may include, but are not limited to, the following:

Program Assessment

1. Review, assessment, and reporting of program implementation and Best Management Practices (i.e., Jurisdictional Runoff Management Program)

2. Regulatory audit preparation and/or response

3. Review/recommendations for regulatory authorities and compliance

4. Data management, analysis, and support

5. Water quality data assessments

6. Strategic planning, asset management, and fiscal analyses

7. Alternative compliance program feasibility
Program Development

1. Preparation of technical reports and analyses

2. Development and/or updates of jurisdictional program procedures, documents, forms, reporting tools, and training materials
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4 3. Development and management of grant materials
Program Implementation

1. Engineering-related tasks pertaining to stormwater management programs or projects (e.g., retrofit site assessment, infiltration assessment, flow modelling, etc.)

2. Support services for the acquisition, monitoring, and reporting of environmental agency permits (e.g., removal-fill permitting)

3. Support for outreach and education activities (e.g., development of materials, staff training, internal/external presentations, etc.)

4. Participation in WQIP and regional stormwater coordination activities

5. Coordination with other Consultants currently supporting stormwater program inspection and water quality monitoring activities
Program implementation activities identified above are not anticipated to include tasks related to routine existing facility inspections or water quality monitoring activities.

Contracts exist for these services, and selected Consultant(s) will be required to coordinate as necessary with those consultant teams (see Section V).

The Consultant has total responsibility for the accuracy and completeness of the project deliverables and shall check all such materials accordingly. The deliverables will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City do NOT include detailed review or checking of deliverables. The responsibility for accuracy and completeness of such items remains solely that of the Consultant.

The project deliverables furnished under the Agreement shall be of a quality acceptable to the City. The criteria for acceptance shall be a product of professional appearance, well organized, clear illustrations/photos, technically and grammatically correct, checked, and dated. The Consultant shall modify its work as necessary to meet the level of acceptability defined by the criteria above.

The Consultant shall have a quality control plan in effect during the entire time work is being performed under the Agreement. The quality control plan shall establish a process whereby plans are independently checked, corrected and back-checked, and all job-related correspondence and memoranda dated and received by affected persons and then bound in appropriate job files.

The Consultant shall implement a billing procedure to provide the City with clear and concise summaries of work tasks being invoiced for payment. Invoices shall include, at a minimum, current and total expenditures for work tasks, and a description of work completed. Invoices shall be submitted in a timely manner. 10/14/2025 C4 95 of 156

5 IV. CITY RESPONSIBILITIES
The City will be responsible for the following:

1. Provide program goals, objectives, measures, and responsibilities;

2. Provide guidance, oversight, and participation in regulatory processes;

3. Work with Consultant to determine most beneficial course of action and develop project tasks;

4. Provide available records, documents, and data to support tasks;

5. Prepare and execute agreements with other agencies or entities, as needed;

6. Pay all invoices related to support of the stormwater program.

V. COORDINATION
Coordination with the City, other Copermittees, other consultants, and other involved agencies will be required. The City will decide the manner in which the project coordination is undertaken. At the City’s option, coordination efforts may be performed by the Consultant’s direct contact, by the Consultant acting through the City, or by the City only. When coordination efforts require agreement, such agreement shall be coordinated through the City.

VI. PROJECT PROGRESS
The as-needed contract shall begin upon approval by the City Council and the Consultant. Specific services shall be authorized in task orders issued through the contract. Unless extended by contract amendment, the contract term shall be three (3) years, with services currently anticipated to not exceed $500,000 for the term of the agreement.

The Consultant is advised that any recommendation for contract award is not binding on the City until the Agreement is fully executed and approved by the City Council. 10/14/2025 C4 96 of 156

6 V. PROPOSAL
A. Schedule
The City’s schedule for the selection process is as follows:

1. City Releases RFP

2. Deadline for questions

3. Proposals Due to the City

4. Consultant Interviews (if needed)

5. Notice of Consultant(s) Selection

6. Council Award/Notice to Proceed
July 2, 2025
$XJXVW, 2025
August 22, 2025: 4:00 PM
August 28, 2025
September 3, 2025
October 14, 2025
All dates are subject to change. The City reserves the right to extend the date by which proposals are due via addendum.

All questions must be submitted via “Q&A” through the City’s Electronic Bidding System, OpenGov Procurement. Phone call or email questions will not be accepted. Answers to all submitted questions will be provided in an addendum through OpenGov Procurement.

To receive addenda and submit a proposal, Consultants shall register on OpenGov Procurement at https://procurement.opengov.com/portal/cityofvista .

Once registered, Consultants must download the RFP while logged in under their own name and identification number to appear on the Electronic Prospective Bidders List as a “Prospective Bidder.” Consultants that fail to download the RFP will not appear on the Electronic Prospective Bidders List and their proposals will be considered non-responsive. If a Consultant is unable to register or download the RFP from OpenGov Procurement, a Consultant representative may contact OpenGov Procurement to troubleshoot the problem.

All proposal documents and supplementary documents must be uploaded to OpenGov Procurement prior to Proposal Due Date and time as instructed in this solicitation. Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete. At that point respondents will receive an email confirmation from OpenGov Procurement.

OpenGov Procurement will determine the official time for the advertised proposal due date and such determination will be final. Any proposals not received in a timely manner on the Proposal Due Date, as described above, will not be considered.
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7 B. Proposal Submittal Requirements
In order to maintain uniformity with all proposals furnished by the Consultants, the City requests that the proposals be limited to a maximum of ten pages (excluding cover letter, front and back covers, section dividers, and resumes).

Proposals shall include a discussion of the Consultant's overall approach to the as-needed contract, a summary of key personnel and qualifications, an organization chart, a rate schedule, and documentation of the firm’s and any sub- consultant’s qualifications. The proposal should be concise, well organized, and demonstrate the responders' qualifications and experience applicable to the contract.

A fee schedule described in Establishment of Fees (Section IX), shall be provided in a separate electronic file uploaded to ProcureNow.

Proposals submitted in response to this RFP shall include the following elements:

1. COVER LETTER – A cover letter shall summarize key elements and guarantee that key personnel will be committed to perform the required tasks throughout the duration of the contract. In cases, where a team member voluntary leaves a firm, the Consultant shall provide the City a proposal for a substitute team member subject to the approval of the City. a. The cover letter shall be limited to two (2) pages and shall include a contact name, email, phone number, and full address for the Consultant.
b. The cover letter shall include a statement that the Consultant can meet the City's insurance requirements and is prepared to execute the Standard Professional Services Agreement as written, and will not make any changes to the project team without authorization of the City. c. All copies shall be signed by an individual or, if a corporation, a corporation officer with the power to bind the company or corporation to its proposal. To be considered, all proposals shall be completely responsive to this RFP.
d. Provide a statement that the Consultant has received all addenda, and include the addendum numbers and dates.

2. COMPANY INFORMATION
a. Identification of Responder;
b. Legal name and address of the company (partnership, corporation, joint venture, etc.);
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8 c. Identification of the parent company (if applicable); d. Addresses of offices located in San Diego County;
e. Number of employees in San Diego County;
f. Name, title, address and telephone number of person to contact concerning the proposal;
g. California Department of Industrial Relations (DIR) Number; h. Secretary of State Entity Number.

3. PROJECT UNDERSTANDING OF REGULATORY ENVIRONMENT –
Provide an understanding of the current and future stormwater-based regulatory challenges facing the City, including potential impacts of existing and new requirements, and options for advancing the stormwater program within that regulatory context. Demonstrate knowledge and understanding with local, watershed, regional, or state issues and specific challenges faced by the City.

4. PROPOSED TASK ORDER APPROACH – Discuss one generalized approach to time/budget management, documentation, requirements from the City, consideration for Consultant’s workload at the time of the task order issuance, and quality assurance and quality control (QA/QC) program.

5. PROJECT TEAM AND ORGANIZATION CHART
a. Describe project organization, including identification and responsibilities of key personnel.
b. Indicate roles of prime and all sub-consultants.
c. Provide a discussion of the experience of the Project Manager and other key staff members that would be involved with performing on-call services for the City.
d. Provide resumes of the Project Manager and other key staff members who will work on this contract. The resume shall include relevant experience, education, licenses, and certifications. The resume for each individual shall not exceed one page in length. The resume shall include relevant experience, education, licenses, and certifications.

Resumes may be included as an appendix to the main document. e. Describe proposed line-of-communication between the City, prime team members, and sub-consultants.
f. California Department of Industrial Relations (DIR) Number and Secretary of State Entity Number for all subconsultants. 10/14/2025 C4 99 of 156

9 6. EXPERIENCE
a. Provide a brief description of consultant's experience in completing similar efforts within the last 5 years.
b. Provided detailed discussion of specialized experience in completing scope of required services listed above.
c. Projects currently being performed may be submitted for consideration. d. Project information should include a brief project description, agency or client name, their telephone number(s), the year of completion, and the contract fee.
e. Identify team members proposed for this project and their roles on the representative similar projects.

7. REFERENCES
The Consultant shall provide a minimum of three (3) references for similar projects for the prime firm. At least one reference shall be from the projects listed in Item 6 EXPERIENCE. At a minimum, each reference shall include the client’s name and location, number of projects completed for the client, client contact name and phone number.

8. EXCEPTIONS TO RFP
Consultant shall certify that it takes no exceptions to the RFP including the Sample Professional Services Agreement, enclosed as Attachment “A”. If the Consultant does take exception(s) to any portion of the RFP, the specific portion to which exception is taken shall be identified and explained.

9. ADDENDA TO THE RFP
Provide a statement that the Consultant has received all addenda, and include the addendum numbers and dates.

VI. CRITERIA FOR SELECTION

The City's consultant evaluation and selection process is based on Qualifications Based Selection (QBS) for professional services. An evaluation committee appointed by the City Engineer will review the proposals. The criteria for evaluating the proposals for the Master Consulting Agreements submitted will take the following items into consideration:

1. Responsiveness to RFP: Thoroughness and completeness of proposal in response to the RFP (10 points)

2. Firm’s Experience: Relevant local experience and reputation of the consulting firm with projects of a similar nature, including Consultant’s past record of performance in 10/14/2025 C4 100 of 156

10 similar projects related to control of costs, quality of work and deliverables, and adherence to schedules (30 points)

3. Knowledge of Regulatory Context: Understanding of project objectives and scope of services, including understanding of regulatory issues and specific challenges faced by the City (30 points)

4. Staff Credentials: Qualifications and experience of project team staff members and key personnel’s level of involvement in performing related work (20 points)

5. Staffing Capability: Adequacy of labor commitment demonstrating that the present workload of the firm and the availability of staff for the project will remain sufficient throughout the duration of the contract (5 points)

6. Experience with the City: Consultant’s prior experience and record of performance with the City (5 points)

Fee Schedule (separate electronic file uploaded to ProcureNow). The fee schedule of the top ranked consultants will be opened at the conclusion of the consultant evaluation and selection process. Fees will not be used to determine the ranking of the consultants. The City will may interview a short list of top ranked qualified consultants or proceed directly to negotiating the final fee schedule with the top ranked consultant.

The ultimate consultant selection will be based upon both technical merit and value to the City.

The contract award, if any, will go to the Consultant(s) whose proposal best serves the interests of the City, as it determines in its sole discretion according to the evaluation criteria described above.

The individual or composite ratings and evaluation forms prepared by City’s evaluators will not be revealed.

IX. ESTABLISHMENT OF FEES

The Consultant shall be paid based upon hourly rates, unit costs, or fixed fee for services rendered as negotiated. For projects with a specific scope of work and duration, a project specific fee proposal will be requested. A Work Plan and a breakdown of labor hours by employee billing classification together with the cost of non-labor and sub-consultant services shall be included with the fee proposals for individual projects. Mark-up for sub-consultants and direct costs shall not exceed ten percent (10%). The labor breakdown shall be based on a listing of work tasks that correlates with the Consultant’s defined scope of work for the project proposal. This information will be used by City’s staff to evaluate the reasonableness of the fee proposal, and will be used in negotiating the final fee amounts for the Supplemental Contract Agreements. The fee schedule shall clearly identify the hourly rates for 10/14/2025 C4 101 of 156

11 classifications of staff receiving prevailing wage rates. Indicate the normal hours of work and overtime rate for non-exempt employees.

If the awarded contract is considered for extension past year three, there will be an option for a one-time adjustment to the Fee Schedule at rates acceptable to the City.

There will be no compensation to Consultant for hours expended due to Consultant’s errors and omissions.

X. METHOD OF PAYMENT

The Consultant shall submit monthly invoices to the City. Each invoice shall include a detailed breakdown of the services, the tasks, the hours, the personnel and staff type who worked on the project, and hourly rates. A maximum of 10% markup will be allowed for sub-consultants and reimbursables.

XI. PROFESSIONAL SERVICES AGREEMENT

A sample Professional Services Agreement is enclosed for review, as Attachment “A”.

The RFP and the Consultant’s Proposal will be attached and become part of the Agreement as exhibits.

Any subsequent changes in the RFP from the date of issuance to the date of submittal will result in an addendum by the issuing office to those parties who have provided the proper notice of interest in responding to the RFP.

The signer of the Proposal must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the Proposal is made without collusion with any other person, persons, company, or parties submitting a Proposal; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the Proposal has full authority to bind the principal proposer.

Please refer to the sample agreement for the necessary amounts of general liability, automotive, worker’s compensation and professional liability insurance. The appropriate endorsements are also shown within the sample contract agreement. The insurance certificate shall include the City of Vista and Buena Sanitation District, its officers and employees as insured or additional insured.

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12 The contents of the Proposal of the successful consultants shall become a contractual obligation if a contract ensues. Failure of a consultant to accept this obligation will result in the cancellation of any award. Any damage accrued by the City as a result of a failure to contract may be recovered from the Consultant.

For each individual project a Supplemental Agreement will be established that has a project specific scope of work and negotiated costs.

XII. ASSIGNED REPRESENTATIVES

The City will assign a responsible representative to administer the contract, and to assist the Consultant in obtaining information. The Consultant also shall assign a responsible representative (Project Manager) and an alternate, who shall be identified in the proposal. The Consultant’s representative will remain in responsible charge of the Consultant’s duties from the Notice-to-Proceed through project completion. If the Consultant’s Project Manager should be unable to continue with the project, then the Consultant shall notify the City’s representative in writing. The City’s representative shall first approve any substitution of representatives or sub-consultants identified in the proposal in writing. The City reserves the right to review and approve/disapprove all key staff and sub-consultant substitution or removal, and may consider such changes not approved to be a breach of contract. This breach of contract will not apply if the Project Manager leaves the Consulting firm.

XIII. RIGHT TO REJECT PROPOSALS

The City reserves the right to delay the project or reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise.

The City reserves the right to extend the due date for the Statement of Qualifications/Proposal, accept or reject any or all proposals received as a result of this request, negotiate with any qualified consultant or cancel this RFP in part or in its entirety. The City may require the selected consultant to participate in negotiations and to submit such technical, fee, or other revisions of their proposals as may result from negotiations.

All costs incurred in the preparation of the proposal, the submission of additional information and/or any aspect of a proposal prior to award of a written contract will be borne by the Respondent. The City will provide only the staff assistance and documentation specifically referred to herein and will not be responsible for any other 10/14/2025 C4 103 of 156

13 cost or obligation of any kind, which may be incurred by the Respondent. All proposals submitted to the City of Vista become the property of the City.

XIV. DISCLOSURE

All Statement of Qualifications/Proposals become the property of the City unless a return is specifically requested as specified in the following section. The City is a public agency subject to the disclosure requirements of the Public Records Act, California Government Code Section 6250 and following. These requirements include an exemption for “trade secrets”. If any proprietary information is contained in or attached to the written proposal, it must be clearly identified. In order to protect trade secrets from disclosure, pursuant to a public Records Acts request, you must agree in writing to defend and indemnify the City of Vista if litigation results.

XV. LATE, MODIFIED, OR WITHDRAWN STATEMENTS OF QUALIFICATIONS

Any Proposal received after the exact time specified for submittal will not be considered.

Any modification of a proposal, except a modification resulting from the City's request for "best and final" offer, is subject to the same conditions as the initial submission.

Proposals may be withdrawn by written notice received at any time prior to Notice of Intent to Award. Thereafter, all proposals constitute firm offers, subject to negotiation and execution of definitive documents that will remain open and cannot be revoked, withdrawn, or modified for a period of six (6) months thereafter. 10/14/2025 C4 104 of 156

14 ATTACHMENT “A”

Sample Professional Services Agreement

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Professional Services (Non-Construction) (RFP)(NPW) 1 of 9 NAMEX [51960-2] 00051960 4

CONTRACT FOR PROFESSIONAL SERVICES

TYPE OF SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084

Working Contact: workingname
Billing Contact: billingname
The “Contractor”

NAMEX, statusx
Address1
Address2

Contact: contactname

2.0 BASIC TERMS

2.1 The “Services” to be performed by Contractor are set forth in the Request for Proposals attached as Exhibit A.

2.2 The “Required License” for the Services is: type.

2.3 Contractor, an entity holding the Required License, desires to enter into this “Contract” with City for the Services.

2.4 The “Project” for which the Services are required is described in Exhibit A.

2.5 Contractor has submitted to City a Proposal to perform the Services dated proposaldate (“Exhibit B”).

2.6 The “Contract Ceiling Price” is: pricex

2.7 Any references in Exhibit A or Exhibit B to “Consultant” shall mean Contractor for the purposes of this Contract.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for xx calendar months (“Term”) from the Contract Date. The Term may be extended at the City’s option for an additional yy months, in increments of City’s choice, for a maximum Term of zz months from the Contract Date.

3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
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Professional Services (Non-Construction) (RFP)(NPW) 2 of 9 NAMEX [51960-2] 00051960 4

4.0 SCOPE
Contractor shall perform all Services including, but not limited to, the furnishing of all tools, equipment, materials, software, and supplies, and for furnishing all transportation, services, including fuel, power and water, essential communications, and the performance of all labor, work, or other operations, as may be required from time to time, in accordance with Exhibit A and Exhibit B. In the event of a conflict between the provisions of Exhibit A and Exhibit B, the provisions of Exhibit A shall control.

5.0 COMPENSATION

5.1 City shall pay Contractor for the Services to be performed as set forth in Exhibit B. For contract option years, City may approve upon Contractor’s request for an increase in the pricing in Exhibit B in the amount of the increase in the Consumer Price Index, San Diego Area for all Urban Customers (CIP-U) as published by the Bureau of Labor Statistics during the preceding year, or 3.0% whichever is less.

5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

5.3.1 The changes, additions, and deductions to be made.

5.3.2 The increase or decrease in compensation due the Contractor, if any.

5.3.3 Adjustment in the time of completion, if any.

5.4 Contract Ceiling Price

5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract.

5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Vista Municipal Code Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

5.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract. 10/14/2025 C4 107 of 156

Professional Services (Non-Construction) (RFP)(NPW) 3 of 9 NAMEX [51960-2] 00051960 4

6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications, and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A–E.

7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

8.0 STANDARD OF PERFORMANCE

8.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

8.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

9.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

9.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

9.2 Contractor represents and warrants that all professional services required under this Contract shall be provided by a person or persons duly licensed by the State of California to provide those types of services.

9.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

9.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.

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9.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

9.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this contract. This is a continuing obligation that survives the termination of this Contract.

10.0 CIVIL RIGHTS

10.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

10.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

10.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

10.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

10.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.

10.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

10.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend, and hold harmless City, and its directors, officers, employees, and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, 10/14/2025 C4 109 of 156

Professional Services (Non-Construction) (RFP)(NPW) 5 of 9 NAMEX [51960-2] 00051960 4
including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee, or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

11.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

12.0 ASSIGNMENT AND SUBCONSULTING

12.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

12.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.

13.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations. 10/14/2025 C4 110 of 156

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14.0 FINANCIAL RECORDS

14.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

14.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

15.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services.

16.0 CONFIDENTIALITY

16.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

16.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City, or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

16.3 Contractor’s obligations under this paragraph shall survive the termination of this Contract.
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17.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

18.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

19.0 DUTY OF INDEMNIFICATION

19.1 To the fullest extent permitted by law, Contractor shall (1) immediately defend and (2) indemnify City, and its directors, officers, and employees from and against all liabilities regardless of nature or type that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution (“Duty of Indemnification”). Contractor’s obligations to both defend and indemnify apply unless it is finally adjudicated that the liability or liabilities, in whole or in part, do not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor or its employees, agents, or subcontractors. Defense counsel shall be approved by City.

19.2 The review, acceptance or approval of Contractor’s work or work product by any indemnified party shall not affect, relieve, or reduce Contractor’s indemnification or defense obligations. This Section survives completion of the services or the termination of this contract.

The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.

19.3 Contractor’s costs of defense shall not exceed Contractor’s proportionate percentage of fault as adjudicated by a court of law, as required by California Civil Code section 2782.8.
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20.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

21.0 SERVICE OF NOTICE

21.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

21.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

22.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

23.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

24.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

25.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.

Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

26.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding 10/14/2025 C4 113 of 156

Professional Services (Non-Construction) (RFP)(NPW) 9 of 9 NAMEX [51960-2] 00051960 4
between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

[Continued on page 9.]

27.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN CONLEY, CITY MANAGER
JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

“Contractor”

NAMEX, statusx

By:

Name/Title

By:

Name/Title

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00051960 4 Exhibit A

EXHIBIT A

REQUEST FOR PROPOSALS

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00051960 4 Exhibit B

EXHIBIT B
CONTRACTOR’S PROPOSAL

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00051960 4 Exhibit C, Page 1 of 3

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 10/14/2025 C4 117 of 156

00051960 4 Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.

2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to City for review.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 10/14/2025 C4 118 of 156

00051960 4 Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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00051960 4 Exhibit D

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]

NOT APPLICABLE TO THIS CONTRACT

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00051960 4 Exhibit E

EXHIBIT E

SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:

1. State of California grant conditions, as attached.

2. Federal grant conditions, as attached.

3. Other conditions, as attached.
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00051960 4 Exhibit B

EXHIBIT B
CONTRACTOR’S PROPOSAL

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Proposal for
City of Vista As-Needed
Stormwater Technical
Support Services
August 22, 2025
Submitted by D-MAX Engineering, Inc.

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D -M AX Engineering, Inc.

Consultants in Water & Environmental Sciences

5440 Morehouse Drive  Suite 4500  San Diego, CA 92121  (858) 352 -6816  Fax (858) 352 -6817 August 22, 2025

Ms. Sally Rowley
Management Assistant
City of Vista
200 Civic Center Drive
Vista, CA 92084

Re: Proposal for As-Needed Stormwater Program Technical Support Services Dear Ms. Rowley:

D-MAX Engineering, Inc. (D-MAX) is pleased to submit this proposal in response to the City of Vista (City) Request for Proposals (RFP) for As-Needed Stormwater Program Technical Support Services. D- MAX specializes in municipal stormwater program support. We have teamed with RICK Engineering (RICK) and Dudek to provide engineering and environmental permitting expertise. Our team’s qualifications are summarized below.

City of Vista Experience. Our team has worked with the City for more than 20 years, and we have developed in-depth knowledge of the City’s operations and drainage system. RICK recently completed a drainage master plan analysis targeted at Trash Amendments compliance for the City, and D-MAX and RICK are working together to quantify performance of existing trash controls and design additional trash controls. D-MAX and Dudek are completing channel maintenance regulatory reporting and training for City staff.

Technical Expertise to Guide Stormwater Program Updates. Many new regulations or compliance milestones are expected during the term of this contract ; a few are listed below. Our team has extensive experience with all of them. We will leverage our experience to provide you a range of compliance options, understand how they compare to what neighboring jurisdictions are doing, keep you informed on recent guidance from regulators, and help the City select compliance approaches that are best suited to your needs. • New Municipal Separate Storm Sewer System Permit (MS4) Permit, expected 2026 or 2027 • Trash Amendments final compliance (2030) and annual reports • Document updates after Permit reissuance
o Jurisdictional Runoff Management Plan (JRMP)
o Water Quality Improvement Plans (WQIP)
o BMP Design Manual
• State Stormwater Cost Reporting Standards (2026)
• Support for Pending Water Board Stormwater Program Audit, likely in next year or two • Channel Maintenance Permit Renewal (2026)
Municipal Program Implementation Experience. Our team works with municipal staff every day, not only from stormwater groups but also engineering, public works, planning, code enforcement, and legal staff. We are adept at tailoring programs to meet regulatory requirements while also accounting for each group’s needs, constraints, and other day-to-day 10/14/2025 C4 124 of 156

Ms. Sally Rowley
City of Vista
August 22, 2025
Page ii

responsibilities. We also regularly prepare training and guidance materials for internal staff, briefings for upper management, and outreach materials for the public. Our experience results in more cost-effective services and less demand on City staff time to oversee our work.

Deep, Multi-Disciplinary Team of Technical Experts. Our team includes RICK, a regional leader in civil and water resources engineering, and Dudek, a regional leader in environmental permitting and habitat restoration. RICK and Dudek also have dedicated GIS and data management staff, graphic designers, and technical editors. Collectively, D-MAX, RICK, and Dudek have the expertise to complete a broad range of stormwater support tasks, including tasks that require integrating multiple disciplines.

Service and Responsiveness. Superior service and clear communication are core values at D- MAX and our team members RICK and Dudek. Our clients will attest to our responsiveness, flexibility, and performance, including responding to emergency requests on short notice. Our three companies and key staff frequently work together and will form a seamless team to serve the City. RICK and Dudek also have over 500 staff in San Diego County, which provides additional capacity to complete projects on short turnaround while maintaining high quality.

D-MAX can meet all the stated insurance requirements, and D-MAX does not take any exceptions to the City’s Sample Professional Services Agreement. We will not make any changes to the project team without the City’s authorization. In cases where a team member voluntarily leaves a firm, D-MAX shall provide the City with a proposal for a substitute team member, subject to the approval of the City. D-MAX also has checked the RFP Portal and found no addenda to the RFP.

If you have any questions, please contact me at (619) 742-1055, [email protected], or at our office located at 5440 Morehouse Drive, Suite 4500, San Diego, CA 92121 .

Sincerely,
D-MAX Engineering, Inc.

John Quenzer, MS, QSD, CPSWQ
Vice President
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Proposal for As-Needed Stormwater Program Technical Program Support

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1. Company Information
D-MAX Engineering, Inc. (D-MAX) is the prime consultant for this proposal, supported by subconsultants RICK Engineering and Dudek. D-MAX and our team members are recognized across the region for our expertise in stormwater management. Over the last 29 years D-MAX has worked with 20 municipalities in San Diego, Riverside, Imperial, and Orange Counties on stormwater compliance projects. D-MAX has completed stormwater projects for the City of Vista (City) since 2002. Our contact information is below.

Identification of Responder (legal name) D-MAX Engineering, Inc.

Organization type California S corporation
Address of Company 5440 Morehouse Drive, Suite 4500, San Diego, CA 92121 Identification of Parent Company N/A
San Diego County office address (Same as above)
Employees in San Diego County 14
Contact person for proposal John Quenzer, Vice President, same address as above. (619) 742-1055, [email protected]
California Department of Industrial
Relations (DIR) number 1000029847
Secretary of State Entity No. C1903373

2. Project Understanding of Regulatory Environment
A summary of upcoming regulatory changes, compliance milestones, and recent trends in stormwater oversight by the Water Board that we expect may affect the City are summarized below. Our approach includes preparing clear, technically sound guidance documents; serving as liaison with the San Luis Rey and Carlsbad WMA WQIP groups and consultants; representing the City's interests in regional technical discussions or preparing City staff to do so; and facilitating productive conversations with regulators based on long standing, positive relationships .

New MS4 Permit
The MS4 Permit is expected to be reissued in the coming years. Typically, all the City’s program documents need to be updated when a new Permit is issued, and each new Permit tends to impose additional regulations beyond the previous version. D-MAX is currently leading Permit reissuance technical support for all San Diego Copermittees and has been actively involved in the last two Permit reissuance cycles. This gives us insight into how the new regulations were developed, what regulators did and did not change based on comments, and what regulators expressed as their intended goals for the changes they made. This knowledge will be applied when translating Permit language to concrete implementation guidance for City staff. We will apply our in-depth Permit reissuance knowledge to help the City update its programs and procedures to meet new requirements.

Trash Amendments
Final compliance with the Trash Amendments is due by 2030. The City has already taken significant steps to meet the requirements, including establishing a dedicated funding source and completing the California Mandated Trash Control Drainage Master Plan (CMTC DMP), prepared by RICK. RICK and D-MAX are working together on a subsequent project to quantify credit from existing trash controls and design additional trash controls, building on the CMTC DMP and lessons learned from 10/14/2025 C4 126 of 156

Proposal for As-Needed Stormwater Program Technical Program Support

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