Agenda packet — Watsonville City Council, December 12, 2023 (part 2 of 3)

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10.3. The City shall be notified of any vandalism, defects, and/or safety issues within twenty-four (24) hours of discovery.

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EXHIBIT "B"

December 18, 2023, through December 31, 2026

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EXHIBIT "C"

COMPENSATION
a. Total Compensation. The total obligation of City under this Contract shall not exceed $223,058.00.
b. Basis for Payment. Payment(s) to Consultant for services performed under this contract shall be made as follows and shall [not] include payment for reimbursable expenses: N/A
c. Payment Request. Consultant shall submit a request for payment for services on a monthly basis by letter to Director, or said Director's designated representative. Such request for payment shall cover the preceding monthly period during the term hereof, shall note the City's purchase order number for this contract, shall contain a detailed listing of the total number of items or tasks or hours for which payment is requested, the individual dates on which such services were rendered, and invoices for reimbursable expenses, if any. Upon receipt in the Office of Director of said payment request, Director shall cause payment to be initiated to Consultant for appropriate compensation.

PARKS – SCHEDULE AND COMPENSATION
GROUPS 1&2 Column A Column A Column B Column C Column D G
R
O
U
P
SITE
MAP
IMAGE
No.

DEPT ADDRESS/

LOCATION
Landscape
Maintance
(Irrigation
Excluded)
Irrigation
Maintenance
Annual
Amount
(Coumn A +
B)
Bid Total
(Three-Year
Amount)

AIRPORT
BLVD.
1 1 PK Airport Blvd.

Sidewalk
Planters and
Islands
$1,209.00 $1,209.00 $3,627.00
1 2 PK Airport Blvd.

Sidewalk
Planters and
Islands
$1,209.00 $1,209.00 $3,627.00
1 3 PK Airport Blvd.

Sidewalk
Planters and
Islands
$4,836.00 $4,836.00 $14,508.00
1 3.A PK Airport Blvd.

Medians and
Road Strip Planters
$4,836.00 $4,836.00 $14,508.00

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1 3.B PK Airport Blvd.

Medians and
Road Strip Planters
$4,836.00 $4,836.00 $14,508.00
1 4 PK Airport Blvd.

Sidewalk
Planters
$2,418.00 $2,418.00 $7,254.00
1 4.A PK Airport Blvd.

Sidewalk
Planters
$2,418.00 $2,418.00 $7,254.00
BRIDGE ST.

MEDIANS
1 5 PK Bridge St. Medians,
Island and Road
Strip Planters
$1,612.00 $1,580.00 $3,192.00 $9,576.00
1 5.A PK Bridge St. Medians,
Island and Road
Strip Planters
$1,612.00 $1,580.00 $3,192.00 $9,576.00
1 6 PK Bridge St. Medians,
Island and Road
Strip Planters
$11,284.00 $2,350.00 $13,634.00 $40,902.00
1 7 PK Bridge St. Medians,
Island and Road
Strip Planters
$11,284.00 $2,350.00 $13,634.00 $40,902.00
1 8 PK Bridge St. Medians,
Island and Road
Strip Planters
$6,448.00 $2,350.00 $8,798.00 $26,394.00
1 9 PK Bridge St. Medians,
Island and Road
Strip Planters
$3,224.00 $2,350.00 $5,574.00 $16,722.00
1 10 PK Bridge St. Medians,
Island and Road
Strip Planters
$1,612.00 $2,350.00 $3,962.00 $11,886.00
MAIN ST.
/DOWNTOWN
1 33 PK Main St.

Downtown
Sidewalk Planters
and Islands
$372.00 $372.00 $1,116.00
1 34 PK Main St.

Downtown
Sidewalk Planters
and Islands
$186.00 $2,350.00 $2,536.00 $7,608.00
1 35 PK Main St.

Downtown
Sidewalk Planters
and Islands
$186.00 $186.00 $558.00

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1 36 PK Main St.

Downtown
Sidewalk Planters
and Islands
$186.00 $2,350.00 $2,536.00 $7,608.00
1 37 PK Main St.

Downtown
Sidewalk Planters
and Islands
$186.00 $2,350.00 $2,536.00 $7,608.00
1 38 PK Main St.

Downtown
Sidewalk Planters
and Islands
$186.00 $186.00 $558.00
1 39 PK Main St.

Downtown
Sidewalk Planters
and Islands
$186.00 $186.00 $558.00
OHLONE
PKWY.
1 67 PK Ohlone Pkwy.

Medians, Island
and Road Strip
Planters
$806.00 $806.00 $2,418.00
1 70 PK Manabe Ow $9,672.00 $1,260.00 $10,932.00 $32,796.00 1 71 PK Manabe Ow $9,672.00 $1,260.00 $10,932.00 $32,796.00 1 72 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,612.00 $1,260.00 $2,872.00 $8,616.00
1 73 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,612.00 $1,260.00 $2,872.00 $8,616.00
1 74 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,612.00 $1,260.00 $2,872.00 $8,616.00
1 75 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,612.00 $1,260.00 $2,872.00 $8,616.00
1 76 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,612.00 $1,260.00 $2,872.00 $8,616.00
1 77 PK Ohlone Pkwy
Sidewalk Planters,
$1,612.00 $1,260.00 $2,872.00 $8,616.00

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Medians and
Islands
1 79 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$2,418.00 $1,260.00 $3,678.00 $11,034.00
1 80 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$806.00 $1,260.00 $2,066.00 $6,198.00
1 81 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$3,224.00 $1,260.00 $4,484.00 $13,452.00
1 82 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$806.00 $1,260.00 $2,066.00 $6,198.00
1 83 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$2,418.00 $1,260.00 $3,678.00 $11,034.00
1 84 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$806.00 $1,260.00 $2,066.00 $6,198.00
1 85 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$4,836.00 $1,260.00 $6,096.00 $18,288.00
1 86 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,612.00 $1,260.00 $2,872.00 $8,616.00
2 87 PK Lighthouse Dr. and
Ohlone Pkwy.

Roadside Strip
$16,120.00 $1,260.00 $17,380.00 $52,140.00
1 88 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$6,448.00 $1,260.00 $7,708.00 $23,124.00
1 89 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$8,060.00 $1,260.00 $9,320.00 $27,960.00
1 90 PK Ohlone Pkwy
Sidewalk Planters,
$1,612.00 $1,260.00 $2,872.00 $8,616.00

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Medians and
Islands
1 91 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$4,836.00 $1,260.00 $6,096.00 $18,288.00
1 92 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,612.00 $1,260.00 $2,872.00 $8,616.00

BAY BREEZE
LLMAD
1 93 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,064.00 Included $1,064.00 $3,192.00
2 94 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$2,128.00 Included $2,128.00 $6,384.00
2 95 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$2,128.00 Included $2,128.00 $6,384.00
2 96 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$4,788.00 Included $4,788.00 $14,364.00
2 97 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$3,192.00 Included $3,192.00 $9,576.00
2 98 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,596.00 Included $1,596.00 $4,788.00
2 99 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,596.00 Included $1,596.00 $4,788.00
2 100 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,064.00 Included $1,064.00 $3,192.00
2 101 PK Ohlone Pkwy
Sidewalk Planters,
$1,064.00 Included $1,064.00 $3,192.00

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Medians and
Islands
2 102 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,064.00 Included $1,064.00 $3,192.00
2 103 PK Ohlone Pkwy
Sidewalk Planters,
Medians and
Islands
$1,064.00 Included $1,064.00 $3,192.00
2 117 PK Ohlone Pkwy and
Harkins Slough
Pump Station
Landscape
$3,192.00 Included $3,192.00 $9,576.00
2 104 PK Gonzales Street
Alleyway LLMAD
$700.00 $700.00 $2,100.00
1 110 PK Freedom Blvd.

Island
$1,116.00 $1,116.00 $3,348.00
2 111 PK Freedom Blvd.

Island
$1,116.00 $1,116.00 $3,348.00
2 112 PK Freedom Blvd.

Island
$744.00 $744.00 $2,232.00
Totals $173,378.00 $49,680.00 $223,058.00 $669,174.00

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12/6/2023 1:12:15 PM
C:\Program Files\eSCRIBE\TEMP\1312511848\1312511848,,,Contract for Carollo Engineers for Headworks Design.docx Agenda Report
MEETING DATE: Tuesday, December 12, 2023
TO: City Council
FROM: PUBLIC WORKS & UTILITIES DIRECTOR LINDBERG

WASTEWATER DIVISION MANAGER SMITH
THROUGH: CITY MANAGER MENDEZ
SUBJECT: CONTRACT WITH CAROLLO ENGINEERS, INC. FOR THE

HEADWORKS AND INFLUENT PUMP STATION DESIGN PROJECT
RECOMMENDED ACTION:

Adopt a resolution that (1) awards a contract to Carollo Engineers, Inc. for the Headworks and Influent Pump Station Design Project in the amount of $1,709,629; and (2) authorizes the City Manager to execute said contract; and (3) authorizes an appropriation of $1,158,700 from the Wastewater Enterprise fund balance to budget account code 0710- 911-7855-14410.

BACKGROUND:

The City’s Wastewater Treatment Facility (WWTF) comprises multiple stages of treatment processes. The area known as the headworks is where the first stage occurs: influent pumping and preliminary treatment (screening and grit removal). The headworks structure was originally constructed in the 1950’s, is operating beyond its expected useful life, and now must be replaced. In September 2022, the City Council approved a contract with Carollo Engineers, Inc. (“Carollo”) to assist with an evaluation of the headworks and influent pump station to inform the design of a future capital improvement project.

DISCUSSION:

The headworks area at the City’s WWTF consists of an influent pump station and preliminary wastewater treatment facilities. The influent pump station lifts water up from the underground sewer lines that convey sewage to the WWTF, and into the concrete headworks structure that contains preliminary treatment processes. The preliminary treatment systems are screening for rags/wipes and other debris removal, followed by a grit removal system to remove rocks and sand. As a whole, the influent pump station and headworks are a single point of failure at the WWTF.

Unfortunately, the influent pump station and headworks structures are significantly aged and in need of replacement. Decades of corrosive sewer gasses have severely corroded

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12/6/2023 1:12:15 PM
C:\Program Files\eSCRIBE\TEMP\1312511848\1312511848,,,Contract for Carollo Engineers for Headworks Design.docx the concrete, exposing aggregate and rebar, and making the structure unsafe to walk on in certain areas. Additionally, the structure was designed and constructed prior to modern day seismic codes. To highlight the importance of the headworks, a significant failure of the structure that could not be fixed immediately would result in needing to mobilize emergency pump-around equipment and staffing the facility 24/7 until repaired. It could also result in violations of environmental regulations due to improper operation of the treatment plant. Replacing the headworks with a new structure and screening/grit removal technologies will reduce these types of risks and additional costs to the City, by improving the WWTF’s reliability and performance.

Additionally, upon evaluation of the severity of the corrosion by a structural engineer more recently, it was determined that an immediate near-term solution is needed while the long-term replacement project is designed and constructed. Thus, a separate contract with another engineering firm will be brought before the City Council for approval simultaneously with this contract.

Carollo was selected from the City’s list of On-Call Water and Wastewater Design consultants for their knowledge and experience in wastewater facilities and their specific experience working with the City’s WWTF. The on-call consultants list was selected from the publicly advertised Request for Qualification Statements from Consulting Engineering Firms for Periodic and On-Call Water and Wastewater Professional Design Services in July 2023 that is valid for three years.

Staff therefore recommends a professional services agreement be executed with Carollo Engineers, Inc. in the amount of $1,709,629 for the Headworks and Influent Pump Station Design Project.

STRATEGIC PLAN:

This project supports Strategic Plan Priority:
2 – Infrastructure & Environment
FINANCIAL IMPACT:

Some funds for this project are budgeted in account code 0710-911-7855-14410, but an appropriation from the Wastewater Enterprise fund balance will be required to cover the cost of this contract. $708,173 has been budgeted in this account code for FY 23/24, and $157,244 will be spent on the original contract with Carollo for the headworks evaluation project. Therefore, an appropriation of $1,158,700 from the fund balance is needed to cover the $1,709,629 contract.

ALTERNATIVE ACTION:

Council could elect not to award the contract to Carollo Engineers, Inc.

ATTACHMENTS AND/OR REFERENCES (If any):

None.

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1 Reso No. (CM)
Meeting Date: 121223 SWZ ______ RM ______ PWU ______
RESOLUTION NO.__________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WATSONVILLE (1) AWARDING A CONTRACT FOR CONSULTANT

SERVICES BETWEEN THE CITY OF WATSONVILLE AND CAROLLO
ENGINEERS, INC., A CORPORATION, TO PERFORM HEADWORKS AND

INFLUENT PUMP STATION DESIGN, IN AN AMOUNT NOT TO EXCEED $1,709,629; (2) AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE SAME; AND (3) APPROPRIATING FUNDS FOR THE PROJECT IN THE AMOUNT OF $1,158,700 FROM THE WASTEWATER

ENTERPRISE FUND BALANCE
WHEREAS, § 3-5.500 of the Municipal code provides that an RFP or RFQ process is found to be an effective and efficient way to procure professional services and procurement of professional services shall be based on proposals solicited from capable professionals and be evaluated based on a combination of factors including education, training, experience and demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required; and WHEREAS, § 3-5.540 of the Municipal Code provides that contracts for professional services estimated to cost more than One Hundred Thousand and no/100ths ($100,000.00) Dollars must be awarded by the Council, and that the selection will be based on demonstrated competence and on the education, training and experience and professional qualifications necessary for the satisfactory performance of the services required, that cost will not be the only basis for selection, use a qualifications-based selection process as described in subdivision (a) of § 4527 of the California Government Code and negotiated as described in § 4528; and
WHEREAS, a Request for Qualifications (RFQ) was issued on July 10, 2023, with submissions due August 9, 2023, asking for qualified consultants to assist the City for periodic and on call water and wastewater professional design services; and

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2 Reso No. ______ (CM)
Meeting Date: 121223
WHEREAS, a total of 16 firms submitted qualification statements; these statements were reviewed by City staff and a list was developed; and WHEREAS, Carollo Engineers, Inc., is on this list of eligible on-call consultants for the consideration of the City Manager and submission to the City Council; and WHEREAS, Carollo Engineers, Inc., was selected from the City’s list of eligible onCall Water and Wastewater Design consultants for their knowledge and experience in recycled water facilities and their specific experience working with the City’s wastewater facilities; and
WHEREAS, the City Manager has recommended that the proposal from Carollo Engineers, Inc., a corporation, in an amount not to exceed $1,709,629 be accepted as the best response for the headworks and influent pump station design project; and WHEREAS, an appropriation of funds in the amount of $1,158,700 from the Wastewater Enterprise fund balance is needed to cover the cost of the contract.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. This action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(5), in that adopting a Resolution awarding contract to Carollo Engineers, Inc. for the the headworks and influent pump station design project does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal.

Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

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3 Reso No. ______ (CM)
Meeting Date: 121223

2. That the contract is hereby awarded to Carollo Engineers, Inc., a corporation, for the headworks and influent pump station design project, in an amount not to exceed $1,709,629.

3. That the Contract for Consultant Services between the City of Watsonville and Carollo Engineers, Inc., a copy of which is attached hereto and incorporated herein by this reference, is hereby approved.

4. Consultant shall file FPPC for 700s and 805s pursuant to section 19 of the Contract.

5. That the City Manager is hereby authorized and directed to execute said Contract for and on behalf of the City of Watsonville, in the form attached hereto with minor revisions that may be approved by the City Manager and the City Attorney.

6. That an appropriation of funds in the amount of $1,158,700 from the Wastewater Enterprise fund balance to budget account code 0710-911-7855-14410 is hereby authorized.
***********************************

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CONTRACT FOR CONSULTANT SERVICES BETWEEN
THE CITY OF WATSONVILLE AND CAROLLO ENGINEERS, INC.

THIS CONTRACT, is made and entered into this ______________________, by and between the City of Watsonville, a municipal corporation, hereinafter called “City,” and Carollo Engineers, Inc., hereinafter called "Consultant."

WITNESSETH
WHEREAS, the City needs to obtain certain professional, technical and/or specialized services of an independent contractor to assist the City in the most economical manner; and
WHEREAS, Consultant has the requisite skill, training, qualifications, and experience to render such services called for under this Contract to City.

THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION 1. SCOPE OF SERVICES. Consultant shall perform those services as specified in detail in Exhibit "A," entitled "SCOPE OF SERVICES" which is attached hereto and incorporated herein.

SECTION 2. TERM OF CONTRACT. The term of this Contract shall be from December 13, 2023 to June 30, 2026, inclusive.

SECTION 3. SCHEDULE OF PERFORMANCE. The services of Consultant are to be completed according to the schedule set out in Exhibit "B," entitled "SCHEDULE OF PERFORMANCE," which is attached hereto and incorporated herein. Consultant will diligently proceed with the agreed Scope of Services and will provide such services in a timely manner in accordance with the "SCHEDULE OF PERFORMANCE." SECTION 4. COMPENSATION. The compensation to be paid to Consultant including both payment for professional services and reimbursable expenses as well as the rate and schedule of payment are set out in Exhibit "C" entitled "COMPENSATION," which is attached hereto and incorporated herein.

SECTION 5. METHOD OF PAYMENT. Except as otherwise provided in Exhibit "C," each month, Consultant shall furnish to the City a statement of the work performed for compensation during the preceding month. Such statement shall also include a detailed record of the month's actual reimbursable expenditures.

SECTION 6. INDEPENDENT CONSULTANT. It is understood and agreed that Consultant, in the performance of the work and services agreed to be performed by Consultant, shall act as and be an independent Consultant and not an agent or employee of City, and as an independent Consultant, shall obtain no rights to retirement DocuSign Envelope ID: 9BAC1C96-FD42-4B73-ACD5-189105BADB66

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benefits or other benefits which accrue to City's employees, and Consultant hereby expressly waives any claim it may have to any such rights.

SECTION 7. ASSIGNABILITY. Consultant shall not assign or transfer any interest in this Contract nor the performance of any of Consultant's obligations hereunder, without the prior written consent of City, and any attempt by Consultant to so assign this Contract or any rights, duties or obligations arising hereunder shall be void and of no effect.

SECTION 8. INDEMNIFICATION.

To the full extent permitted by law (subject to the limitations of Civil Code section 2782.8 for any “design professional services” performed under this Contract), Consultant will indemnify, hold harmless, release and defend the City (including its officers, elected or appointed officials, employees, volunteers or agents) from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses or costs [including legal costs and attorney’s fees])(collectively “Liability”) of any nature, to the extent arising out of, pertaining to, or relating to Consultant’s negligence, recklessness, or willful misconduct in the performance of this Contract. In no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault. Consultant’s indemnification obligations under this Contract are not limited by any limitations of any insurance held by Consultant, including, but not limited to, workers compensation insurance.

SECTION 9. INSURANCE.

A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force throughout the term of this Contract a professional liability insurance policy (Errors and Omissions), in a company authorized to issue such insurance in the State of California, with limits of liability of not less than One Million Dollars ($1,000,000.00) to cover all professional services rendered pursuant to this Contract.

B. Auto and Commercial General Liability Insurance. Consultant shall also maintain in full force and effect for the term of this Contract, automobile insurance and commercial general liability insurance with an insurance carrier satisfactory to City, which insurance shall include protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from any actual occurrence arising out of the performance of this Contract. The amounts of insurance shall not be less than the following:
(1) Commercial general liability insurance, or equivalent form, with a combined single limit of not less than $500,000.00 per occurrence. If such insurance contains a general aggregate limit, such limit shall apply separately to each project Consultant performs for City. Such insurance shall (a) name City, its appointed and elected officials, and its employees as insureds; and (b) be primary with respect to insurance or self-insurance programs maintained by City and (c) contain standard separation of insured's provisions.

DocuSign Envelope ID: 9BAC1C96-FD42-4B73-ACD5-189105BADB66

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(2) Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $500,000.00 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles.

C. Workers’ Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant shall be insured against liability for Workers’ Compensation or undertake self-insurance. Consultant agrees to comply with such provisions before commencing performance of any work under this Contract.

D. Proof of Insurance to City before Notice to Proceed to Work. Consultant shall satisfactorily provide certificates and endorsements of insurance to the City Clerk before Notice to Proceed to Work of this Contract will be issued. Certificates and policies shall state that the policy shall not be canceled or reduced in coverage without thirty (30) days written notice to City. Approval of insurance by City shall not relieve or decrease the extent to which Consultant may be held responsible for payment of damages resulting from services or operations performed pursuant to this Contract.

Consultant shall not perform any work under this Contract until Consultant has obtained the required insurance and until the required certificates have been submitted to the City and approved by the City Attorney. If Consultant fails or refuses to produce or maintain the insurance required by these provisions, or fails or refuses to furnish City required proof that insurance has been procured and is in force and paid for, City shall have the right at City's election to forthwith terminate this Contract immediately without any financial or contractual obligation to the City. As a result of such termination, the City reserves the right to employ another consultant to complete the project.

E. Written notice. Contractor shall provide immediate written notice if (1) any insurance policy required by this Contract is terminated; (2) any policy limit is reduced; (3) or any deductible or self insured retention is increased.

SECTION 10. NON-DISCRIMINATION. Consultant shall not discriminate, in any way, against any person on the basis of age, sex, race, color, creed, national origin or disability in connection with or related to the performance of this Contract.

SECTION 11. TERMINATION.

A. City and Consultant shall have the right to terminate this Contract, without cause, by giving not less than ten (10) days written notice of termination.

B. If Consultant fails to perform any of its material obligations under this Contract, in addition to all other remedies provided by law, City may terminate this Contract immediately upon written notice.

C. The City Manager is empowered to terminate this Contract on behalf of City.

D. In the event of termination, Consultant shall deliver to City copies of all work papers, schedules, reports and other work performed by Consultant and upon receipt thereof, Consultant shall be paid in full for services performed and reimbursable expenses incurred to the date of termination.

DocuSign Envelope ID: 9BAC1C96-FD42-4B73-ACD5-189105BADB66

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SECTION 12. COMPLIANCE WITH LAWS. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments. Consultant shall obtain and maintain a City of Watsonville business license during the term of this Contract.

SECTION 13. GOVERNING LAW. City and Consultant agree that the law governing this Contract shall be that of the State of California. Any suit brought by either party against the other arising out of the performance of this Contract shall be filed and maintained in the Municipal or Superior Court of the County of Santa Cruz.

SECTION 14. PRIOR CONTRACTS AND AMENDMENTS. This Contract represents the entire understanding of the parties as to those matters contained herein.

No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Contract may only be modified by a written amendment.

SECTION 15. CONFIDENTIAL INFORMATION. All data, documents, discussions or other information developed or received by or for Consultant in performance of this Contract are confidential and not to be disclosed to any person except as authorized by the City Manager or his designee, or as required by law.

SECTION 16. OWNERSHIP OF MATERIALS. All reports, documents or other materials developed or received by Consultant or any other person engaged directly by Consultant to perform the services required hereunder shall be and remain the property of City without restriction or limitation upon their use.

SECTION 17. COVENANT AGAINST CONTINGENT FEES. The Consultant covenants that Consultant has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure the Contract, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fees, commissions, percentage, brokerage fee, gift, or any other consideration contingent on or resulting from the award or making of this Contract, for breach or violation of this covenant, the City shall have the right to annul this Contract without liability, or in its discretion, to deduct from the Contract price or consideration or otherwise recover, the full amount of such fee, commission, percentage fee, gift, or contingency.

SECTION 18. WAIVER. Consultant agrees that waiver by City or any one or more of the conditions of performance under this Contract shall not be construed as waiver of any other condition of performance under this Contract.

SECTION 19. CONFLICT OF INTEREST.

A. A Consultant shall avoid all conflict of interest or appearance of conflict of interest in performance of this Contract. Consultant shall file a disclosure statement, if required by City Council Resolution, which shall be filed within thirty (30) days from the effective date of this Contract or such Resolution, as applicable.

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B. No member, officer, or employee of the City, during their tenure, or for one (1) year thereafter, shall have any interest, direct or indirect, in this Contract or the proceeds thereof and Consultant agrees not to allow, permit, grant, transfer, or otherwise do anything which will result in such member, officer, or employee of the City from having such interest.

SECTION 20. AUDIT BOOKS AND RECORDS. Consultant shall make available to City, its authorized agents, officers and employees, for examination any and all ledgers and books of account, invoices, vouchers, canceled checks and other records or documents evidencing or related to the expenditures and disbursements charged to the City, and shall furnish to City, its authorized agents and employees, such other evidence or information as City may require with respect to any such expense or disbursement charged by Consultant.

SECTION 21. NOTICES. All notices shall be personally served or mailed, postage prepaid, to the following addresses, or to such other address as may be designated by written notice by the parties:

CITY
City Clerk’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
(831) 768-3040

CONSULTANT
Carollo Engineers, Inc.
2795 Mitchell Drive
Walnut Creek, CA 94598
(925) 932-1710
SECTION 22. EXHIBITS:

Exhibit A: Scope of Services
Exhibit B: Schedule of Performance
Exhibit C: Compensation
///
///
///
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WITNESS THE EXECUTION HEREOF, on the day and year first hereinabove written.

CITY

CITY OF WATSONVILLE
BY ______________________________
Rene Mendez, City Manager

ATTEST:

BY ______________________________
Irwin I. Ortiz, City Clerk
APPROVED AS TO FORM:

BY ______________________________
Samantha W. Zutler, City Attorney

CONSULTANT

BY_________________________________
Rick Chan, Senior Vice President
BY ______________________________
Anne Prudhel, Senior Vice President
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EXHIBIT "A"

SCOPE OF SERVICES
The scope of services is as follows:

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See Attachment A.

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EXHIBIT “B”

SCHEDULE OF PERFORMANCE
Services shall commence immediately upon execution of this Contract. All services performed under the provisions of this Contract shall be completed in accordance with the following schedule: December 13, 2023 to June 30, 2026 DocuSign Envelope ID: 9BAC1C96-FD42-4B73-ACD5-189105BADB66

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EXHIBIT “C”

COMPENSATION
a. Total Compensation. The total obligation of City under this Contract shall not exceed ___$1,709,629______________.
b. Basis for Payment. Payment(s) to Consultant for services performed under this Contract shall be made as follows and shall [not] include payment for reimbursable expenses:
c. Payment Request. Consultant shall submit a request for payment for services on a monthly basis by letter to Director, or said Director's designated representative. Such request for payment shall cover the preceding monthly period during the term hereof, shall note the City's purchase order number for this Contract, shall contain a detailed listing of the total number of items or tasks or hours for which payment is requested, the individual dates on which such services were rendered, and invoices for reimbursable expenses, if any. Upon receipt in the Office of Director of said payment request, Director shall cause payment to be initiated to Consultant for appropriate compensation.

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1 EXHIBIT A

CITY OF WATSONVILLE

NEW HEADWORKS FACILITY DESIGN PROJECT

SCOPE OF SERVICES
(October 23, 2023)
The following presents Consultant’s scope of services to design a new Headworks Facility (an influent pump station (IPS), a screening structure, and a grit removal structure) and a new Headworks Electrical Building to replace the existing IPS, screening structure, preaeration tanks, and headworks electrical room at the City of Watsonville’s (City) Wastewater Treatment Facility (WWTF).

Task 1.0 – Project Management and Meetings
 1.1 – Project Management: Consultant shall provide administration and management to perform planning, execution, and reporting of the project. Consultant shall prepare a monthly progress letter report for attachment to the monthly invoice to track project percent complete and budget expenditures.
 1.2 – Meetings: Consultant shall conduct and attend the following meetings during the design phase.
 Attend the project kickoff meeting to be located at the City’s WWTF.  Attend the 50% design review meeting to be located at the City’s WWTF.  Attend the 90% design review meeting to be conducted via teleconference.

Deliverables:
 Monthly progress letter reports with each invoice.
 Meeting agendas, presentation materials, and meeting minutes.

Task 2.0 – Final Design
 2.1 – Design: Final design will include the following major elements and features as identified by the Consultant during the Headworks and Influent Pump Station Improvements Evaluation Project within the new Headworks Facility Evaluation (Final Draft Project Memorandum 1) dated July 24, 2023, and the New Septage Receiving Station Evaluation (Final Draft Project Memorandum 2) dated October 9, 2023. These include a new IPS, new screening structure, new grit removal structure, and other elements as discussed with City and plant staff to produce a set of design documents (drawings and specifications) for bidding as a single design package:
 New Headworks Facility: The new Headworks Facility will include the following major components as generally described in the recommendations outlined in New Headworks Facility Evaluation (Final Draft Project Memorandum 1) dated July 24, 2023.

Attachment A - Exhibit A. Scope of Services
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2  Provide a new Headwork Facility west of the existing headworks facility that includes an IPS, a screening structure, and a grit removal structure.

The new headwork facility will be sized to accommodate a peak wet weather flow of 35.8 million gallons per day (mgd) and include the major equipment stated below. The new Headworks Facility will be supported on a structural concrete pile foundation.
 Provide a new IPS that includes a conventional rectangular wet well design with two separate wet wells. The new IPS will include four approximately 6,350 gallons per minute (gpm) constant speed submersible pumps and two approximately 3,000 gpm VFD-driven submersible pumps.
 Provide a new screening structure with three screening channels. The two outer channels will each include a multi-rake screen with 3/8-inch bar spacing and the central channel will include a bar rack with 1/2-inch bar spacing. The new screening structure will include one shaftless screw conveyor and one screening washer/compactor with wash sprays.  Provide a new grit removal structure that includes a vortex grit chamber with two recessed impeller grit pumps and one grit washer. An existing grit cyclone/classifier will be relocated to the new grit removal structure and be used as a backup unit.
 Provide two new parallel Parshall flumes with each capable of measuring flows up to 22 mgd.
 Provide a new effluent box and associated 36-inch piping and yard manholes to convey flow from the new Headworks Facility to the existing primary sedimentation tanks.
 Provide one new chemical scrubber odor control system and new ducting to remediate odors from the new Headworks Facility and located west of the new Headworks Facility. The new chemical scrubber will have sufficient capacity to remediate odors from the new Headworks Facility (i.e., IPS inlet channel, IPS wet wells, screening channels, grit chamber, and effluent box).
 Existing Headworks Facility: The existing grit cyclone/classifier will be relocated from its existing location to the top deck of the new grit removal structure of the new Headworks Facility. The existing IPS, screening structure, and flow splitting structure composing the existing headwork facility and the preaeration tanks will be abandoned in place.
 New Headworks Electrical Building: Provide a new Headworks Electrical Building to be located west of the new Headworks Facility. The new Headworks Facility will have exterior dimensions of approximately 12-feet wide by 30-feet long by 12-feet tall and will be constructed of CMU walls to be supported on a structural concrete pile foundation. The new building will include two new motor control centers, portable generator connection provisions, existing conductor splice provisions, new ductbank system, and new headworks programmable logic DocuSign Envelope ID: 9BAC1C96-FD42-4B73-ACD5-189105BADB66

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3 controller to serve the new Headworks Facility and adjacent facilities to be determined during the design phase. The new building will be air conditioned to protect the electrical equipment.
 New Influent Interceptors and Manhole Improvements: Provide rerouting of influent flows to the new Headworks Facility. Provide rerouting of new interceptor segments of the 36-inch and 48-inch diameter piping. Provide new manholes, including two interceptor manholes to connect the existing 48-inch WWTF influent pipe, two interceptor manholes to connect the existing 36-inch WWTF influent pipe, and one interceptor manhole to combine the 48-inch and 36-inch influent pipes. Existing interceptor segments that will no longer be used will be abandoned in place.
 New Vactor Truck Dump Station: As generally described in the New Septage Receiving Station Evaluation (Final Draft Project Memorandum 2) dated October 9, 2023, provide a new vactor truck dump station located near the new Headworks Facility to be used by the City to empty and decant the City’s vactor truck.

Provide new concrete dump station with a floor sloped to the back of the station and toward a drainage well, a drainage well with vertical perforated pipe to convey wastewater to the new Headworks Facility, curb cut-outs to keep material within the vactor truck dump station, and a decant manhole that conveys wastewater to the new Headworks Facility.
 Specifications will be prepared using City-developed front-end specifications for Division 0 and Consultant’s technical specifications prepared using Consultant’s standard Construction Specification Institute (CSI) format for Divisions 1 through

17.  Drawings will be prepared on a computer-aided design drafting (CADD) system using Consultant’s CADD standards.
 Consultant shall prepare and submit 50% and 90% design submittals of the project for City review and comment. Consultant shall attend project meetings with City and plant staff to review comments per Task 1.2.  Consultant shall prepare and submit 100% design bid documents for the City to advertise for bidding.
 2.2 - Consultant shall prepare 50%, 90%, and 100% construction cost estimates. The estimates will be prepared in accordance with AACE Class 2 estimates and be based on a combination of quantity takeoffs, estimating guides, equipment manufacturer’s quotes, and construction cost estimates of similar facilities. Contingencies for general estimating, general conditions, contractor overhead and profit, escalation to midpoint of construction, and annual cost escalation will be reviewed with the City and included in the construction cost estimates.

Deliverables:
 50% design submittal in PDF format.
 90% design submittal in PDF format.
 100% design bid submittal in PDF format.

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4  50%, 90%, and 100% design construction cost estimates in PDF format.

Task 3.0 – Bid Period Services
 Consultant shall perform the following bid period services for the new Headworks Facility:
 Attend the pre-bid meeting at the WWTF.
 Respond to questions from bidders during the bid period.  Prepare two addenda.

Deliverables:
 Responses to questions from bidders.
 Two addenda.

Budget and Schedule
Table 1 presents the labor and budget estimate, and Table 2 presents the schedule for this project.

Project Assumptions:
 All Consultant deliverables will be submitted in PDF format unless indicated otherwise.  The existing headworks structure, IPS, and headworks electrical room will remain in place and not be demolished after construction of the new Headworks Facility and new Headworks Electrical Building.
 City will be responsible for acquiring all permits and any environmental documentation approvals necessary for construction of this project.
 City will contract directly with a surveying firm to perform additional topographic surveying and mapping of the project site, if needed, in order to provide Consultant with AutoCAD base drawings of the project site and appropriate field survey information sufficient to complete the final design drawings.
 City will contract directly with Beecher Engineering to work with Consultant to perform final design of electrical and instrumentation elements of this project, including preparing the electrical and instrumentation portions of work sequencing specifications and construction cost estimates.
 Consultant shall contract directly with a geotechnical engineering firm (Fugro) as part of the final design task to provide geotechnical engineering assistance to provide Consultant with sufficient foundation recommendations to complete final design of the new Headworks Facility and associated new structures on this project. This includes review of previous geotechnical reports, design coordination with the Consultant, review of Consultant’s 90% design documents for general compliance with geotechnical recommendations, and attendance at meetings. For this scope, Fugro will not be required to perform any additional field exploration of the project site.

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5  City will take no more than fourteen (14) calendar days to review each deliverable and provide one written set of collated comments in spreadsheet format to the Consultant to address.
 City will manage the bid period, including conducting the pre-bid meeting, advertising the project, print and distribute contract documents to bidders, and serve as the primary point of contact for all bidder inquires.
 Engineering services during construction by Consultant is not included in this scope.

These services will be provided by the Consultant to the City later either as a separate contract or as an amendment to this contract.

Additional Assumptions and Clarifications:
 DELIVERABLE USE AND REUSE. Any reuse of completed documents or use of partially completed documents without written verification or concurrence by Consultant for the specific purpose intended will be at the City's sole risk and without liability or legal exposure to Consultant. Consultant's instruments of service hereunder are the printed hard copy drawings and specifications issued for the Project, whereas electronic media, including CADD files, are tools for their preparation. As a convenience to the City, Consultant shall furnish to the City both printed hard copies and electronic media.

In the event of a conflict in their content, the printed hard copies shall take precedence over the electronic media. Because data stored in electronic media form can be altered, inadvertently, it is agreed that the City shall hold Consultant harmless from liability arising out of changes or modifications to Consultant's data in electronic media form in the City's possession or released to others by the City.  STANDARD OF CARE. Consultant shall perform the services required hereunder in accordance with the prevailing engineering standard of care by exercising the skill and ability ordinarily required of engineers performing the same or similar services, under the same or similar circumstances, in the State of California. Additionally, Consultant shall not be responsible for acts and decisions of third parties, including governmental agencies, other than Consultant’s subconsultants, that impact project completion and/or success.
 CITY-PROVIDED INFORMATION AND SERVICES. The City will furnish Consultant available studies, reports, and other data pertinent to Consultant's services; obtain or authorize Consultant to obtain or provide additional reports and data as required; furnish to Consultant services of others required for the performance of Consultant's services hereunder, and Consultant shall be entitled to use and rely upon all such information and services provided by the City or others in performing Consultant's services under this Agreement.
 ACCESS. The City shall arrange for access to and make all provisions for Consultant to enter upon public and private property as required for Consultant to perform services hereunder.

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6  ESTIMATES AND PROJECTIONS. In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, Consultant has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, Consultant makes no warranty that the City’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant’s opinions, analyses, projections, or estimates.
 THIRD PARTIES. The services to be performed by Consultant are intended solely for the benefit of the City. No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant's performance of its services hereunder, and no right to assert a claim against Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant's services hereunder.”
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Project
Manager
Design
Manager
Project
Engineer
Headworks
Specialist
Structural
Engineer
Odor/HVAC
Engineer
Civil
Engineer Architect
CAD
Drafter
Document Processor Total Labor Fugro
Sub
Markup ODC Total
Task Description $328 $306 $286 $328 $286 $286 $259 $259 $219 $144 Hours Cost Geotech at 10% Trips Amount Total Cost

1.0 Project Management and Meetings

1.1 Project Management 36 36 0 0 0 0 0 0 0 0 72 $22,824 $0 $0 0 $0 $0 $22,824

1.2 Meetings 24 32 32 8 8 8 14 8 0 0 134 $39,714 $0 $0 2 $524 $524 $40,238 Task 1.0 Total = 60 68 32 8 8 8 14 8 0 0 206 $62,538 $0 $0 2 $524 $524 $63,062

2.0 Final Design

2.1 Design 232 523 1,278 174 813 232 291 291 1,743 232 5,810 $1,523,731 $38,346 $3,835 3 $786 $42,967 $1,566,697

2.2 Construction Cost Estimates 8 32 60 0 16 16 24 8 0 0 164 $47,016 $0 $0 0 $0 $0 $47,016 Task 2.0 Total = 240 555 1,338 174 829 248 315 299 1,743 232 5,974 $1,570,747 $38,346 $3,835 3 $786 $42,967 $1,613,713

3.0 Bid Period Services 4 12 60 0 8 8 8 8 0 12 120 $32,592 $0 $0 1 $262 $262 $32,854 Task 3.0 Total = 4 12 60 0 8 8 8 8 0 12 120 $32,592 $0 $0 1 $262 $262 $32,854 Total Tasks 1.0 to 3.0 = 304 635 1,430 182 845 264 337 315 1,743 244 6,300 $1,665,877 $38,346 $3,835 6 $1,572 $43,753 $1,709,629 (1) Project budget and labor rates provided assumes Tasks 1-3 will be completed by December 31, 2024. If work associated with any task extends into 2025, an adjustment in the project budget may be required due to annual adjustments in the labor rates.

Mileage
TABLE 1

LABOR AND BUDGET ESTIMATE

CITY OF WATSONVILLE

NEW HEADWORKS FACILITY DESIGN PROJECT
Other Direct Costs (ODC)
Sub
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Task Description
Notice to Proceed
1 Project Management and Meetings
2 Final Design
3 Bid Period Services
Carollo Task City Review

2023 2024 2025
Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan TABLE 2

PROJECT SCHEDULE

CITY OF WATSONVILLE

NEW HEADWORKS FACILITY DESIGN PROJECT
50%
Submittal
90%
Submittal
100%
Submittal
50% Submittal
Review Meeting
90% Submittal
Review Meeting
Kickoff
Meeting
Pre‐Bid
Meeting
Table 2 - Schedule-(231023).xlsx 10/28/2023
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12/7/2023 11:29:38 AM
C:\Program Files\eSCRIBE\TEMP\11293599333\11293599333,,,Report - Temporary Headworks Project.docx Agenda Report
MEETING DATE: Tuesday, December 12, 2023
TO: City Council
FROM: PUBLIC WORKS & UTILITIES DIRECTOR LINDBERG

WASTEWATER DIVISION MANAGER SMITH
THROUGH: CITY MANAGER MENDEZ
SUBJECT: CONTRACT WITH DUDEK FOR THE TEMPORARY HEADWORKS

RELOCATION PROJECT
RECOMMENDED ACTION:

Adopt a resolution that (1) awards a contract to Dudek for the Temporary Headworks Relocation Project in the amount of $291,586; (2) authorizes the City Manager to execute said contract; and (3) authorizes an appropriation of $291,586 from the Wastewater Enterprise fund balance to budget account code 0710-911-7855-14410.

BACKGROUND:

The City’s Wastewater Treatment Facility (WWTF) comprises multiple stages of treatment processes. The area known as the headworks is where the first stage occurs: influent pumping, preliminary treatment, and flow monitoring. The headworks structure was originally constructed in the 1950’s, is severely corroded creating a life/safety hazard, and an immediate near-term solution is now necessary to keep the facility operational while a new headworks is designed and constructed. Staff proposes to use a qualified firm to assist with a design for a temporary relocation project.

DISCUSSION:

The headworks area at the City’s WWTF is an above-ground concrete structure that most importantly contains sewage screening equipment and a flow monitoring system, among other systems. The headworks is a single point of failure at the WWTF and is in urgent need of an immediate near-term solution to keep the facility operational while new facilities are designed. Decades of corrosive sewer gasses have severely corroded the concrete, exposing aggregate and rebar, and making the structure unsafe to walk on in certain areas. A professional structural engineer was hired to evaluate the severity of the corrosion and opined that the structure would not likely last another 3 years without some intervention.

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C:\Program Files\eSCRIBE\TEMP\11293599333\11293599333,,,Report - Temporary Headworks Project.docx Staff have evaluated near-term options and determined that constructing temporary facilities for the relocation of screening and flow monitoring equipment is the best path forward, while a new headworks is designed and constructed under a separate contract.

Dudek was selected from the City’s list of On-Call Water and Wastewater Design consultants for their knowledge and experience in rehabilitating aged wastewater facilities. The on-call consultants list was selected from the publicly advertised Request for Qualification Statements from Consulting Engineering Firms for Periodic and On-Call Water and Wastewater Professional Design Services in July 2023 that is valid for three years.

Staff therefore recommends a professional services agreement be executed with Dudek in the amount of $291,586 for the Temporary Headworks Relocation Project. A separate contract with another engineering firm will be brought before the City Council for approval simultaneously with this contract.

STRATEGIC PLAN:

This project supports Strategic Plan Priority:
2 – Infrastructure & Environment
FINANCIAL IMPACT:

An appropriation of funds in the full contract amount of $291,586 from the Wastewater Enterprise fund balance to account code 0710-911-7855-14410 is needed to cover the cost of this contract.

ALTERNATIVE ACTION:

Council could elect not to award the contract to Dudek.

ATTACHMENTS AND/OR REFERENCES (If any):

None.

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1 Reso No. ______ (CM)
Meeting Date: 121223 SWZ ______ RM ______ PWU ______
RESOLUTION NO.__________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WATSONVILLE (1) AWARDING A CONTRACT FOR CONSULTANT

SERVICES BETWEEN THE CITY OF WATSONVILLE AND DUDEK, A

CORPORATION, TO PERFORM TEMPORARY HEADWORKS
RELOCATION DESIGN, IN AN AMOUNT NOT TO EXCEED $291,586; (2)

AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE
SAME; AND (3) APPROPRIATING FUNDS FOR THE PROJECT IN THE AMOUNT OF $291,586 FROM THE WASTEWATER ENTERPRISE FUND
WHEREAS, § 3-5.500 of the Municipal code provides that an RFP or RFQ process is found to be an effective and efficient way to procure professional services and procurement of professional services shall be based on proposals solicited from capable professionals and be evaluated based on a combination of factors including education, training, experience and demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required; and WHEREAS, § 3-5.540 of the Municipal Code provides that contracts for professional services estimated to cost more than One Hundred Thousand and no/100ths ($100,000.00) Dollars must be awarded by the Council, and that the selection will be based on demonstrated competence and on the education, training and experience and professional qualifications necessary for the satisfactory performance of the services required, that cost will not be the only basis for selection, use a qualifications-based selection process as described in subdivision (a) of § 4527 of the California Government Code and negotiated as described in § 4528; and
WHEREAS, a Request for Qualifications (RFQ) was issued on July 10, 2023, with submissions due August 9, 2023, asking for qualified consultants to assist the City for periodic and on call water and wastewater professional design services; and

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2 Reso No. ______ (CM)
Meeting Date: 121223
WHEREAS, a total of 16 firms submitted qualification statements; these statements were reviewed by City staff and a list was developed; and WHEREAS, Dudek is on this list of eligible on-call consultants for the consideration of the City Manager and submission to the City Council; and WHEREAS, Dudek., was selected from the City’s list of eligible on-Call Water and Wastewater Design consultants for their knowledge and experience in aged wastewater treatment facilities; and
WHEREAS, the City Manager has recommended that the proposal from Dudek a corporation, in an amount not to exceed $291,586 be accepted as the best response for the temporary headworks relocation project; and
WHEREAS, an appropriation of funds in the amount of $291,586 from the Wastewater Enterprise fund balance is needed to cover the cost of the contract.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. This action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(5), in that adopting a Resolution awarding contract to Dudek for the temporary headworks relocation project does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

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3 Reso No. ______ (CM)
Meeting Date: 121223

2. That the contract is hereby awarded to Dudek., a corporation, for the temporary headworks relocation project, in an amount not to exceed $291,586.

3. That the Contract for Consultant Services between the City of Watsonville and Dudek, a copy of which is attached hereto and incorporated herein by this reference, is hereby approved.

4. Consultant shall file FPPC for 700s and 805s pursuant to section 19 of the Contract.

6. That an appropriation of funds in the amount of $291,586 from the Wastewater Enterprise fund balance to budget account code 0710-911-7855-14410 is hereby authorized.
***********************************

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CONTRACT FOR CONSULTANT SERVICES BETWEEN

THE CITY OF WATSONVILLE AND DUDEK
THIS CONTRACT, is made and entered into this ______________________, by and between the City of Watsonville, a municipal corporation, hereinafter called “City,” and Dudek, hereinafter called "Consultant."

THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION 1. SCOPE OF SERVICES. Consultant shall perform those services as specified in detail in Exhibit "A," entitled "SCOPE OF SERVICES" which is attached hereto and incorporated herein.

SECTION 2. TERM OF CONTRACT. The term of this Contract shall be from December 13, 2023 to December 31, 2024, inclusive.

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benefits or other benefits which accrue to City's employees, and Consultant hereby expressly waives any claim it may have to any such rights.

SECTION 8. INDEMNIFICATION.

SECTION 9. INSURANCE.

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SECTION 11. TERMINATION.

A. City and Consultant shall have the right to terminate this Contract, without cause, by giving not less than ten (10) days written notice of termination.

C. The City Manager is empowered to terminate this Contract on behalf of City.

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SECTION 14. PRIOR CONTRACTS AND AMENDMENTS. This Contract represents the entire understanding of the parties as to those matters contained herein.

No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Contract may only be modified by a written amendment.

SECTION 19. CONFLICT OF INTEREST.

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SECTION 21. NOTICES. All notices shall be personally served or mailed, postage prepaid, to the following addresses, or to such other address as may be designated by written notice by the parties:

CITY
City Clerk’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
(831) 768-3040

CONSULTANT
Dudek
725 Front St Ste 400
Santa Cruz, CA 95060
(831) 600-1400
SECTION 22. EXHIBITS:

Exhibit A: Scope of Services
Exhibit B: Schedule of Performance
Exhibit C: Compensation
///
///
///
///
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WITNESS THE EXECUTION HEREOF, on the day and year first hereinabove written.

CITY

CITY OF WATSONVILLE
BY ______________________________
Rene Mendez, City Manager

ATTEST:

BY ______________________________
Irwin I. Ortiz, City Clerk
APPROVED AS TO FORM:

BY ______________________________
Samantha W. Zutler, City Attorney

CONSULTANT

BY_________________________________
Bob Ohlund, P.E., Vice President
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EXHIBIT "A"

SCOPE OF SERVICES
The scope of services is as follows:

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DocuSign Envelope ID: 161CB595-5683-4054-BFB1-0FEE94D629BD

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• See Attachment A – Temporary Headworks Design Proposal DocuSign Envelope ID: 161CB595-5683-4054-BFB1-0FEE94D629BD

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EXHIBIT “B”

SCHEDULE OF PERFORMANCE
Services shall commence immediately upon execution of this Contract. All services performed under the provisions of this Contract shall be completed in accordance with the following schedule: December 13, 2023 to December 31, 2024 DocuSign Envelope ID: 161CB595-5683-4054-BFB1-0FEE94D629BD

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EXHIBIT “C”

COMPENSATION
a. Total Compensation. The total obligation of City under this Contract shall not exceed ____$291,586______________.
b. Basis for Payment. Payment(s) to Consultant for services performed under this Contract shall be made as follows and shall [not] include payment for reimbursable expenses:
c. Payment Request. Consultant shall submit a request for payment for services on a monthly basis by letter to Director, or said Director's designated representative. Such request for payment shall cover the preceding monthly period during the term hereof, shall note the City's purchase order number for this Contract, shall contain a detailed listing of the total number of items or tasks or hours for which payment is requested, the individual dates on which such services were rendered, and invoices for reimbursable expenses, if any. Upon receipt in the Office of Director of said payment request, Director shall cause payment to be initiated to Consultant for appropriate compensation. r appropriate compensation.

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Crestline Sanitation District – Master Plan Update Proposal 1 November 3, 2023
Ryan Smith
Wastewater Division Manager
City of Watsonville
500 Clearwater Lane
Watsonville, CA 95076
Subject: Proposal for Temporary Headworks Relocation Project Dear Mr. Smith:

Dudek is pleased to submit this proposal to the City of Watsonville for planning and design of a temporary headworks relocation project. The City contacted Dudek to investigate the extent of concrete degradation in their existing headworks structure over staff concerns about its structural integrity and safety. Dudek visited the headworks site accompanied by City staff and observed severe metallic and concrete deterioration, with multiple safety hazards and structural elements at risk of failure. This highlighted the urgency to develop an interim project to relocate the headworks while design of a permanent new headworks and influent lift station is underway, by others.

Following review of the existing headworks record drawings and observation of the extent of concrete and rebar deterioration in the existing structure, Dudek determined that rehabilitation of the existing structure is likely to be infeasible or cost-prohibitive, given that a new headworks will likely come online in the next 5-10 years. Therefore, the City requires a temporary headworks relocation project with a service life of 5-10 years to maintain safe and effective screenings removal prior to the new system coming online.

Figure 1 reflects a simplified version of what is assumed to be the temporary headworks facility project adjacent to the existing headworks structure. However, this layout will be updated and refined during the preliminary design phase of the project.

Figure 1. Potential Temporary Headworks Layout
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Crestline Sanitation District – Master Plan Update Proposal 2 As depicted in the figure, the assumed design will provide connections to the existing PVC influent pump station discharge piping at the top of the existing old screw pump troughs. The existing 45-degree bend would be replaced with a new 45-degree elbow and restrained joint pointed up to connect the individual discharge lines to a common manifold. The common line will be routed up and over the structure to the asphalt area adjacent to the structure, where it will gravity flow and be routed down through the remainder of the temporary headworks. The temporary headworks is assumed to consist of two individual screenings trains which can be isolated by valves (or gates) both on the US and DS side of the tank structures. A fabricated steel tank or precast concrete tank will be provided to house the existing Parkson Aquaguard screens, which will be relocated from the existing headworks to the new temporary headworks facility. The existing screw conveyor and wash/press will also be relocated or reoriented to serve the temporary headworks facility as long as it is compatible with the required layout. If not, a screenings sluice will be provided to convey screenings to the existing wash/press. The ultimate discharge location from the temporary headworks will be coordinated with the City. Piping to and from the temporary headworks will either be high-lined at grade or buried, depending on the presence of existing utilities, access impacts/needs, and City preferences.

It is assumed that existing headworks equipment can be relocated and junction boxes will be provided with new conduits to extend existing electrical and control wiring to new equipment locations. It is assumed that any new electrical or control requirements can be accommodated by existing spare capacity in MCC buckets (480V loads), lighting panels (120V loads), and PLCs (I/O).

Scope of Work
Task 1: Project Management, Meetings, and Site Visits
▪ Project Management. The Dudek project manager is responsible for the following tasks - Serves as the point of contact for the City, responsible for assigning work tasks to the project team, quality of deliverables, establishing and tracking the scope, schedule, and budget for the project. - Prepares monthly invoices and progress reports
- Assigns QC reviews for each deliverable.
▪ Meetings and Site Visits
- Kickoff Meeting: Dudek’s project manager and senior engineer will facilitate an in-person kickoff meeting with the City to initiate the project. The kickoff meeting will review the project goals, scope, schedule, key success factors, and discuss preliminary information needs. Immediately following the kickoff meeting, Dudek will complete an initial site investigation to perform measurements, take additional photos, locate connection points, establish project boundaries, and document existing conditions in more detail.
- Progress Meetings: Dudek recommends a 1-hour progress meeting every 2 weeks for the duration of the project due to the criticality of the system and schedule needs. Progress meetings will be completed via Zoom or Teams (City preference). Dudek will prepare agenda and minutes for each progress meeting.
- Deliverable review meetings: Dudek will facilitate an in-person deliverable review meeting/workshop following submittal of the preliminary design phase deliverables, 75% design phase deliverables, and 100% design phase deliverables. Each review meeting/workshop is expected to take 1-2 hours.

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Crestline Sanitation District – Master Plan Update Proposal 3 - Design-phase site visits: Dudek anticipates that two additional in-person site visits will be required during the design phase to perform additional field measurements, inspections, and confirm existing conditions.

Task 2: Preliminary Design of Temporary Headworks Facility ▪ Preliminary design of the temporary headworks facility will include the following tasks - Data collection and review: Dudek will request data and information from the City and review relevant to the design of the temporary headworks facility.
- Establish basis of design / design criteria: Dudek will prepare design criteria to establish hydraulic flow conditions, operational controls, instrumentation, and alarms requirements. - Select equipment and materials of construction: Dudek will provide recommendations and confirm materials of construction and equipment types for the project. - Size infrastructure and equipment: Dudek will perform engineering calculations to size pipes, valves, tanks, foundations, and other design features, as applicable. - Establish maintenance of plant operation requirements: Confirm shutdown requirements and establish a plan to maintain operations of the headworks during construction. - Prepare preliminary design report, 30% design drawings, and opinion of probable construction cost (OPCC). 30% Design drawings are expected to include design criteria and preliminary layouts. - Deliverables:
- Preliminary Design Report
- 30% Design Drawings
- 30% Design OPCC
Task 3: Final Design of Temporary Headworks Facility
▪ Following completion of Task 2, Dudek will initiate final design of the temporary headworks facility. The final design is expected to include the following tasks and deliverables:
- Prepare 75% Design drawings, specifications and OPCC. - Prepare 100% Design drawings, specifications and OPCC. - Prepare Final Design drawings, specifications and OPCC. - We anticipate the following design drawings are required for the project:

Sheet No. Dwg No. Title
1 G-1 Title Sheet, Location and Vicinity Map
2 G-2 Drawing List, General Notes and Abbreviations
3 G-3 Overall Site Plan and Contractor Staging Area
4 D-1 Demolition Plan
5 D-2 Demolition Details
6 C-1 Civil Grading and Paving Plan
7 C-2 Civil Details
8 S-1 Structural Notes and Design Criteria
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Crestline Sanitation District – Master Plan Update Proposal 4 Sheet No. Dwg No. Title
9 S-2 Structural General Notes - 1
10 S-3 Structural General Notes -2
11 S-4 Special Inspections and Notes
12 S-5 Structural Typical Details -1
13 S-6 Structural Typical Details - 2
14 S-7 Temporary Headworks Structural Foundation Plan
15 S-8 Temporary Headworks Top Plan
16 S-9 Temporary Headworks Structural Sections - 1
17 S-10 Temporary Headworks Structural Sections - 2
18 S-11 Structural Details - 1
19 S-12 Structural Details - 2
20 S-13 Structural Details - 3
21 M-1 Mechanical Notes, Symbols, and Schedules
22 M-2 Temporary Headworks Mechanical Plan
23 M-3 Temporary Headworks Mechanical Sections
24 M-4 Mechanical Details - 1
25 M-5 Mechanical Details - 2
26 E-1 Electrical Symbols, Legend & Abbreviations
27 E-2 Hazardous Location Area Classification Plan
28 E-3 Modified Single Line Diagram, Modified Panel Schedule, and Short Circuit Calculations 29 E-4 Headworks Screens Demolition, Power and Grounding Plan 30 E-5 Headworks Screens Lighting Plan
31 E-6 Power and Controls Conduit Block Diagram
32 E-7 Electrical Details
33 I-1 Instrumentation Tagging and Labeling, Symbols and Legend 34 I-2 Headworks Temporary Screen Facility P&ID
Task 4: Bid Phase Support Services (Optional)
At the City’s option, Dudek will provide bid phase support services for the bidding period. These services can include attending the pre-bid meeting, preparing responses to contractor RFI’s, and addenda to the bid documents. Dudek will prepare an hours and fee estimate for these services at the City’s request.

Task 5: Construction Support Services (Optional)
At the City’s option, Dudek will provide construction support services for the construction period. These services can include attending the pre-construction meeting, attending construction progress meetings, responding to DocuSign Envelope ID: 161CB595-5683-4054-BFB1-0FEE94D629BD

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Crestline Sanitation District – Master Plan Update Proposal 5 contractor RFI’s, submittals, and change order requests. Dudek will prepare an hours and fee estimate for these services at the City’s request.

Project Team
Dudek proposes the following team for the proposed project. Resumes for proposed staff are included in Attachment C.
▪ Project Manager: Phil Giori, PE
▪ Senior Civil Engineer: Brian Robertson, PE
▪ Senior Mechanical Engineer: Sam Hawkinson
▪ Project Engineer: Trishna Chandarana
▪ Structural Engineer: Dan Isaacs, SE; Matt Stone, SE (Kelsey Structural) ▪ Electrical Engineer: Joseph Schneider, PE
▪ QA/QC: Mike Metts, PE
Schedule
Dudek has prepared a MS Project schedule included in Attachment A based on the above scope of work and our project understanding, however, the schedule can be adjusted depending on the notice to proceed and City needs.

Fee
Dudek estimates a fee of $291,586 for the above proposed scope of work. Detailed fee estimate breakdown by task is included in Attachment B.

Closing
We appreciate the City’s consideration of the above proposal. Should you have any questions please reach out to Phil Giori at 510.601.2518 or [email protected]. We look forward to working with the City on this important project.

Sincerely,
Phil Giori, P.E.

Project Manager
Dudek
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ID Task Name Duration Start Finish
1 Watsonville Tempoary Headworks Project 170 days Fri 12/15/23 Thu 8/8/24 2 Notice To Proceed 0 days Fri 12/15/23 Fri 12/15/23
3 Kickoff Meeting 0 days Tue 1/9/24 Tue 1/9/24
4 Preliminary Design 74 days Fri 12/15/23 Wed 3/27/24
5 Data Collection and Review 18 days Fri 12/15/23 Tue 1/9/24 6 Establish Basis of Design, Sizing, Materials Selection 10 days Tue 1/9/24 Mon 1/22/24 7 Draft Preliminary Design Report 25 days Tue 1/23/24 Mon 2/26/24 8 30% Design Drawings 25 days Tue 1/23/24 Mon 2/26/24
9 City Review of PDR & 30% Design Drawings 10 days Tue 2/27/24 Mon 3/11/24 10 PDR/30% Design Review Meeting 0 days Wed 3/13/24Wed 3/13/24 11 Final PDR 10 days Thu 3/14/24 Wed 3/27/24
12 Final Design 106 days Thu 3/14/24 Thu 8/8/24
13 75% Design Plans, Specifications, and EOPCC 40 days Thu 3/14/24 Wed 5/8/24 14 City Review of 75% Design 10 days Thu 5/9/24 Wed 5/22/24 15 75% Design Review Meeting 0 days Thu 5/23/24 Thu 5/23/24 16 100% Design Plans, Specifications, and EOPCC 35 days Fri 5/24/24 Thu 7/11/24 17 City Review of 100% Design 10 days Fri 7/12/24 Thu 7/25/24 18 100% Design Review Meeting 0 days Thu 7/25/24 Thu 7/25/24 19 Final Design Bid Documents 10 days Fri 7/26/24 Thu 8/8/24 12/15
1/9
3/13
5/23
7/25
Dec Jan Feb Mar Apr May Jun Jul Aug
Qtr 1, 2024 Qtr 2, 2024 Qtr 3, 2024
City of Watsonville Temporary Headworks Project Schedule November 2023
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City of Watsonville
Design of Temporary Headworks Facility

DUDEK FEE ESTIMATE
11/3/2023
Project Team Role: PIC - QA/QC
Project
Manager Senior Engineer Project Engineer
Electrical
Engineer CAD Designer Admin
Structural Engineer
Team Member: M. Metts P. Giori B. Robertson
S. Hawkinson
T. Chandarana J. Schneider N. Hunter M. Kinney TOTAL

DUDEK DUDEK LABOR
Kelsey Structural

OTHER DIRECT
Billable Rate : $290 $260 $240 $190 $280 $190 $150 HOURS COSTS Fee COSTS TOTAL FEE Task 1 Project Management, Meetings, Site Visits

1.1 Project Management 40 16 56 12,800 $ $4,224 $ 17,024

1.2 Kickoff Meeting 8 8 8 24 6,240 $ 250 $ $ 6,490

1.3 Progress Meetings 24 12 5 41 10,520 $ $ 10,520

1.4 Deliverable Review Meetings 24 24 48 12,000 $ 750 $ $ 12,750

1.5 Design Phase Site Visits 16 16 16 48 12,480 $ $1,496 500 $ $ 14,476 Subtotal Task 1 112 60 29 16 217 54,040 $ 5,720 $ 1,500 $ 61,260 $ Task 2 Preliminary Design of Temporary Headworks Facility

2.1 Data Collection and Review 1 2 4 2 9 2,060 $ $1,540 $ 3,600

2.2 Establish Basis of Design / Design Criteria 1 4 4 2 11 2,540 $ $ 2,540

2.3 Select Equipment & Materials of Construction 1 4 4 1 10 2,260 $ $ 2,260

2.4 Size Infrastructure & Equipment 1 2 2 1 6 1,400 $ $ 1,400

2.5 Establish Maintenance of Plant Operation Requirements 2 4 8 2 16 3,560 $ $ 3,560

2.6 Prepare Preliminary Design Report, 30% Design Drawings, and EOPCC 6 8 16 40 16 60 146 31,140 $ $6,424 $ 37,564

2.7 Incorporate City comments and resubmit PDR 1 2 6 1 8 18 3,680 $ $ 3,680 Subtotal Task 2 6 15 34 68 25 68 216 46,640 $ 7,964 $ - $ 54,604 $ Task 3 Final Design of Temporary Headworks Facility

3.1 75% Design Drawings 4 12 40 60 24 160 300 62,400 $ $13,200 $ 75,600

3.2 75% Design Specifications 4 4 16 24 16 64 15,080 $ $ 15,080

3.3 75% EOPCC 1 1 4 12 18 3,790 $ $ 3,790

3.4 100% Design Drawings 4 8 36 50 16 120 234 48,660 $ $8,800 $ 57,460

3.5 100% Design Specifications 4 2 8 16 10 40 9,440 $ $ 9,440

3.6 100% Design EOPCC 1 1 2 8 12 2,550 $ $ 2,550

3.7 Final Drawings 1 4 8 24 37 7,300 $ $2,772 $ 10,072

3.8 Final Specifications 1 1 4 1 7 1,540 $ $ 1,540

3.9 Final EOPCC 1 1 190 $ $ 190
Subtotal Task 3 18 30 111 183 67 304 713 150,950 $ 24,772 $ - $ 175,722 $ Task 4 Bid Phase Support Services (Optional)

4.1 TBD - $ $ -
Subtotal Task 4 - $ - $ - $ - $
Task 5 Construction Support Services (Optional)

5.1 TBD - $ $ -
Subtotal Task 5 - $ - $ - $ - $
Total Hours and Fee 24 157 205 251 121 372 16 1146 251,630 $ 38,456 $ 1,500 $ 291,586 $ Percent of Hours: 2% 14% 18% 22% 11% 32% 1% 100%
Dudek Labor Hours and Rates Subconsultant Fees
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12/6/2023 1:21:59 PM
C:\Program Files\eSCRIBE\TEMP\13215560601\13215560601,,,CONTRACT WITH HARRIS AND ASSOC. FOR CONSULTANT SERVICES FOR REQUEST FOR PROPOSAL MUNICIPAL SERVICES CENTER IMPROVEMENTS.docx Agenda Report
MEETING DATE: Tuesday, December 12, 2023
TO: City Council
FROM: PUBLIC WORKS & UTILITIES DIRECTOR LINDBERG

PUBLIC WORKS ADMINISTRATIVE SERVICES MANAGER GORDO
THROUGH: CITY MANAGER MENDEZ
SUBJECT: AWARDING CONTRACT TO HARRIS & ASSOCIATES, INC. FOR

CONSULTANT SERVICES FOR THE MUNICIPAL SERVICES

CENTER (MSC) IMPROVEMENTS
RECOMMENDED ACTION:

It is recommended that the City Council adopt a resolution awarding contract to Harris & Associates, Inc. for the Municipal Services Center (MSC) Improvements, Design Build (DB) Project Management and Environmental Documentation Services. The contract amount would be for an amount not-to-exceed $327,801.

BACKGROUND:

Requesting approval of a contract for an amount not to exceed $327,801 with Harris & Associates for the Municipal Services Center (MSC) Improvements, Design Build (DB) Project Management and Environmental Documentation Services.

DISCUSSION:

In July 2020, the City completed the Municipal Services Center (MSC) Master Planning and Feasibility (MP) Report which outlined improvements to bring the City’s MSC to compliance with standards, meet foreseeable staffing and operational growth, and optimize its layout for efficiency. The master plan included an inventory of current facilities, an assessment of their condition, and proposed enhancements to be carried out through a phased construction approach over a 20-year timeline. The phases of this project are delineated as follows:
 Phase 1 includes the demolition of the existing Police Department storage bay, site demolition north of the existing Recycling Center, and the construction of a new 1,500 square-foot Waste/Recycle building, adjacent parking, and associated driveway, paving, and stormwater management improvements.  Phase 2 proposes to demolish the existing refuse garage and a portion of the existing water services building and construct a new 7,000 square-foot Water Services building, 4,500 square-foot Refuse Garage, and 12,000 square-foot

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12/6/2023 1:21:59 PM
C:\Program Files\eSCRIBE\TEMP\13215560601\13215560601,,,CONTRACT WITH HARRIS AND ASSOC. FOR CONSULTANT SERVICES FOR REQUEST FOR PROPOSAL MUNICIPAL SERVICES CENTER IMPROVEMENTS.docx Administration building, along with associated driveway, paving, and stormwater management improvements.
 Phase 3 proposes to demolish the existing Administration building and Fleet Maintenance building and construct a new 16,000 square-foot Fleet Maintenance building and support areas along with associated driveway, and paving improvements.
 Phase 4 proposes to demolish the existing Parks Operations and Sanitation buildings and construct a new 5,600 square-foot Parks Operations building and 4,500 square-foot Sanitation building.

The City intends to award the scope of work identified above for the four phases defined in the MP report to a winning design-builder in calendar year 2024. The City intends to issue a Request for Qualifications (RFQ) and a subsequent Request for Proposals (RFP) to procure a qualified design-builder.

Harris & Associates submitted a Statement of Qualifications for the City of Watsonville Public Works and Utilities Department Periodic and On-Call Professional Engineering Services and was determined by staff in August 2021 to be qualified. Staff requested a proposal from Harris & Associates for the Municipal Services Center (MSC) Improvements Design Build (DB) Project Management and Environmental Documentation Services. As part of this effort, Harris & Associates would act as Project Manager of this Design Build Project. Under this stage of the Design Build effort, Harris would be administering the development of the project’s scope, budget and schedule and the coordination of all the related activities necessary to complete the DB Procurement Phase. Their General Scope of Services to be provided includes but are not limited to the following: Project Management Services (project controls, document control, design-build procurement process administration), and environmental documentation services. A copy of Harris & Associates’ proposal is included in the contract as Exhibit A.

STRATEGIC PLAN:

The project is consistent with the following Strategic Plan goal:
2-Infrastructure & Environment
7-Efficient and High Performing Government
FINANCIAL IMPACT:

Funds for this contract have been identified in the City’s approved 2023/2024 CIP plan through accounts 740-912-7851-14439 ($77,801) and 720-913-7855-15122 ($250,000).

ALTERNATIVE ACTION:

No reasonable alternatives are known currently.

ATTACHMENTS AND/OR REFERENCES (If any):

None.

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Reso No. (CM)
Meeting Date: 121223 SWZ ______ RM ______ PWU ______ 1
RESOLUTION NO.__________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WATSONVILLE AWARDING PROFESSIONAL SERVICES CONTRACT
TO HARRIS & ASSOCIATES, INC., A CORPORATION, FOR MUNICIPAL

SERVICES CENTER (MSC) IMPROVEMENTS, DESIGN BUILD (DB),

PROJECT MANAGEMENT, AND ENVIRONMENTAL DOCUMENTATION
SERVICES, IN AN AMOUNT NOT TO EXCEED $327,801 AND

AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE
SAME
WHEREAS, § 3-5.500 of the Municipal code provides that an RFP or RFQ process is found to be an effective and efficient way to procure professional services and procurement of professional services shall be based on proposals solicited from capable professionals and be evaluated based on a combination of factors including education, training, experience and demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required; and WHEREAS, § 3-5.540 of the Municipal Code provides that contracts for professional services estimated to cost more than One Hundred Thousand and no/100ths ($100,000.00) Dollars must be awarded by the Council, and that the selection will be based on demonstrated competence and on the education, training and experience and professional qualifications necessary for the satisfactory performance of the services required, that cost will not be the only basis for selection, use a qualifications-based selection process as described in subdivision (a) of § 45271 of the California Government Code and negotiated as described in § 4528; and
WHEREAS, a Request for Qualifications (RFQ) was issued on August 15, 2020, asking for qualified consultants to assist the City with on-call design and construction management services; and

1 All references to section numbers will be to the California Government Code

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Reso No. (CM)
Meeting Date: 121223 2
WHEREAS, the deadline for submittal of Request for Statement of Qualifications was August 15, 2020; and
WHEREAS, Harris & Associates, Inc., submitted qualification statement; the statement were reviewed by City staff; and
WHEREAS, the City Manager has recommended that the proposal from Harris & Associates, Inc., in an amount not to exceed $327,801, be accepted as the best response.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. This action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(5), in that adopting a Resolution awarding contract to Harris & Associates, Inc., for the Municipal Services Center (MSC) Improvements Design Build (DB) Project Management And Environmental Documentation Services, does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal.

Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

2. The Council awards a contract to Harris & Associates Inc., for Municipal Services Center (MSC) improvements Design Build (DB) Project Management and Environmental Documentation Services, in an amount not to exceed $327,801.

3. That the Contract for Consultant Services between the City of Watsonville and Harris & Associates, Inc., a copy of which is attached hereto and incorporated herein by this reference, is hereby approved.

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Reso No. (CM)
Meeting Date: 121223 3

4. Consultant shall file FPPC form 700s and 805s pursuant to section 19 of the Contract.

5. The City Manager is hereby authorized and directed to execute said contract for and on behalf of the City of Watsonville with minor revisions that may be approved by the City Manager and the City Attorney.
**************************************

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Consultant Contract Architects or Engineers w/employees Page 1 of 9

CONTRACT FOR CONSULTANT SERVICES BETWEEN
THE CITY OF WATSONVILLE AND HARRIS & ASSOCIATES, INC.

THIS CONTRACT, is made and entered into this ______________________, by and between the City of Watsonville, a municipal corporation, hereinafter called “City,” and Harris & Associates, Inc., hereinafter called "Consultant."

THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION 1. SCOPE OF SERVICES. Consultant shall perform those services as specified in detail in Exhibit "A," entitled "SCOPE OF SERVICES" which is attached hereto and incorporated herein.

SECTION 2. TERM OF CONTRACT. The term of this Contract shall be from execution of this contract to December 31, 2024, inclusive.

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Consultant Contract Architects or Engineers w/employees Page 2 of 9 benefits or other benefits which accrue to City's employees, and Consultant hereby expressly waives any claim it may have to any such rights.

SECTION 8. INDEMNIFICATION.

SECTION 9. INSURANCE.

DocuSign Envelope ID: 4954904C-2CAA-4496-A2F3-BBEF1DD34C92

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Consultant Contract Architects or Engineers w/employees Page 3 of 9 C. Workers’ Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant shall be insured against liability for Workers’ Compensation or undertake self-insurance. Consultant agrees to comply with such provisions before commencing performance of any work under this Contract.

SECTION 11. TERMINATION.

A. City and Consultant shall have the right to terminate this Contract, without cause, by giving not less than ten (10) days written notice of termination.

C. The City Manager is empowered to terminate this Contract on behalf of City.

DocuSign Envelope ID: 4954904C-2CAA-4496-A2F3-BBEF1DD34C92

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Consultant Contract Architects or Engineers w/employees Page 4 of 9 SECTION 13. GOVERNING LAW. City and Consultant agree that the law governing this Contract shall be that of the State of California. Any suit brought by either party against the other arising out of the performance of this Contract shall be filed and maintained in the Municipal or Superior Court of the County of Santa Cruz.

SECTION 14. PRIOR CONTRACTS AND AMENDMENTS. This Contract represents the entire understanding of the parties as to those matters contained herein.

No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Contract may only be modified by a written amendment.

SECTION 19. CONFLICT OF INTEREST.

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Consultant Contract Architects or Engineers w/employees Page 5 of 9 SECTION 20. AUDIT BOOKS AND RECORDS. Consultant shall make available to City, its authorized agents, officers and employees, for examination any and all ledgers and books of account, invoices, vouchers, canceled checks and other records or documents evidencing or related to the expenditures and disbursements charged to the City, and shall furnish to City, its authorized agents and employees, such other evidence or information as City may require with respect to any such expense or disbursement charged by Consultant.

SECTION 21. NOTICES. All notices shall be personally served or mailed, postage prepaid, to the following addresses, or to such other address as may be designated by written notice by the parties:

CITY
City Clerk’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
(831) 768-3040

CONSULTANT
Harris & Associates, Inc.
1401 Willow Pass Rd., Suite 500
Concord, CA 94520
(619) 200-6442
SECTION 22. EXHIBITS:

Exhibit A: Scope of Services
Exhibit B: Schedule of Performance
Exhibit C: Compensation
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Consultant Contract Architects or Engineers w/employees Page 6 of 9 WITNESS THE EXECUTION HEREOF, on the day and year first hereinabove written.

CITY

CITY OF WATSONVILLE
BY ______________________________
Rene Mendez, City Manager
ATTEST:

BY ______________________________
Irwin I. Ortiz, City Clerk
APPROVED AS TO FORM:

BY ______________________________
Samantha W. Zutler, City Attorney

CONSULTANT
HARRIS & ASSOCIATES, INC.

BY_________________________________
Mark Nassar, Vice President
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Consultant Contract Architects or Engineers w/employees Page 7 of 9 EXHIBIT "A"

SCOPE OF SERVICES
The scope of services is as follows:

As described in the October 23, 2023, letter from Mark Nassar to Courtney Lindberg concerning a proposal for Municipal Services Center Improvements (Phases 1 & 2) - Design-Build Project Management and Environmental Documentation Services.

See attachment labeled EXHIBIT “A”.

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Consultant Contract Architects or Engineers w/employees Page 8 of 9 EXHIBIT “B”

From the date of execution of the contract to December 31, 2024.

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COMPENSATION
a. Total Compensation. The total obligation of City under this Contract shall not exceed Three Hundred Twenty Seven Thousand Eight Hundred One Dollars ($327,801.00). b. Basis for Payment. Payment(s) to Consultant for services performed under this Contract shall be made as follows and shall [not] include payment for reimbursable expenses:
c. Payment Request. Consultant shall submit a request for payment for services on a monthly basis by letter to Director, or said Director's designated representative. Such request for payment shall cover the preceding monthly period during the term hereof, shall note the City's purchase order number for this Contract, shall contain a detailed listing of the total number of items or tasks or hours for which payment is requested, the individual dates on which such services were rendered, and invoices for reimbursable expenses, if any. Upon receipt in the Office of Director of said payment request, Director shall cause payment to be initiated to Consultant for appropriate compensation.

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600 B Street, Suite 2000, San Diego, CA 92101  (619) 236-1778  WeAreHarris.com October 23, 2023
Courtney Lindberg
Director of Public Works
City of Watsonville
250 Main Street
Watsonville, CA 95076
MUNICIPAL SERVICES CENTER IMPROVEMENTS (PHASES 1
& 2) – DESIGN-BUILD PROJECT MANAGEMENT AND

ENVIRONMENTAL DOCUMENTATION SERVICES
Dear Courtney:

Harris & Associates, Inc. (Harris) hereby submits the proposal for the Municipal Services Center (MSC) Improvements Phases 1 & 2 – Design Build (DB) Project Management and Environmental Documentation Services. We are very grateful and excited for the opportunity to be part of this important City of Watsonville (City) priority project that enhances the City’s operations and public services as well as improves the working conditions for its valued staff.

The architects LDA Partners, in their July 2020 Master Planning and Feasibility (MP) Report, outlined improvements to bring the City’s MSC to compliance with standards, meet foreseeable staffing and operational growth, and optimize its layout for efficiency. The City intends to award the scope of work identified in the first two of the four phases defined in the MP report to a winning design-builder in calendar year 2024.

The Harris team has project and construction management experience implementing a variety of vertical public and private facilities improvements through the design-build delivery method. Because of our background and experience working in the public sector, we understand the challenges that can be encountered with these types of highly visible public project.

We also understand the planning required in ensuring the public services provided at these important public facilities are not interrupted. Finally, we understand from our discussions with you and your team the importance to the City of this critical project and are committed to advancing it efficiently, effectively and successfully. Our aim is to become your Trusted Advisor on this critical project and all efforts we support you on - to that end, we will keep our focus on your objectives and benefit.

PROJECT UNDERSTANDING
In July 2020, the City completed the Municipal Services Center (MSC) Master Planning and Feasibility (MP) Report which evaluated the City’s current and future needs at the MSC and developed a master plan for site improvements. The master plan included an inventory of current facilities, an assessment of their condition, and proposed enhancements to be carried out through a phased construction approach over a 20-year timeline.

The phases of this project are delineated as follows:
• Phase 1 includes the demolition of the existing Police Department storage bay, site demolition north of the existing Recycling Center, and the construction of a new 1,500 square-foot Waste/Recycle building, adjacent parking, and associated driveway, paving, and stormwater management improvements.

EXHIBIT "A"
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• Phase 2 proposes to demolish the existing refuse garage and a portion of the existing water services building and construct a new 7,000 square-foot Water Services building, 4,500 square-foot Refuse Garage, and 12,000 squarefoot Administration building, along with associated driveway, paving, and stormwater management improvements.
• Phase 3 proposes to demolish the existing Administration building and Fleet Maintenance building, and construct a new 16,000 square-foot Fleet Maintenance building and support areas along with associated driveway, and paving improvements.
• Phase 4 proposes to demolish the existing Parks Operations and Sanitation buildings, and construct a new 5,600 square-foot Parks Operations building and 4,500 square-foot Sanitation building.

The City intends to move forward with the improvements outlined in phases 1 and 2 through a design-build procurement method and has tasked Harris to o administer this process. The following outlines our proposed scope of services and estimated fee and schedule to provide these services.

SCOPE OF SERVICES
Project Management Services
Harris will act as Project Manager administering the development of the project’s scope, budget and schedule and the coordination of all the related activities necessary to complete the Procurement Phase. Harris will also administer preparations for the continuity of the effort from Procurement to the design/build implementation phase. The scope of Harris services for the Design-Build (DB) Phase will be explored towards the latter part of quarter 1 of calendar year 2024.

This Project Management effort will be built on regular, transparent and clear communication to you and the project stakeholders. During the Procurement Phase, Harris will provide the following services:
• Project Control
o Establish project schedule milestones and track project schedule progress o Monitor and report on the Harris services budget
o Manage the procurement effort budget and schedule
o Report out to the City on:
 Budget
 Schedule
 Progress
 Tasks/milestones ahead
• Document Control
o Establish and maintain project document control
o Facilitate information gathering
o Coordinate flow of project information
• DB Procurement Process Administration
o Administer the Request For Qualifications (RFQ)
 Prepare the RFQ
 Coordinate the efforts of the City’s architect (LDA) in their preparation of the project’s basis of design  Administer responses to Requests for Information (RFI)  Organize and facilitate the evaluation panel
 Evaluate and shortlist the qualified candidates
o Administer the Request for Proposals (RFP)
 Prepare the RFP
 Coordinate the efforts of the City’s architect (LDA) in their preparation of the project’s Bridging Document
 Administer responses to RFI’s
 Organize and facilitate the evaluation panel
 Interview, Evaluate and Recommend Design-Builder
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Environmental Documentation Services
Harris will prepare an Initial Study/Mitigated Negative Declaration (IS/MND) in compliance with the California Environmental Quality Act (CEQA) for implementing the City of Watsonville Municipal Services Center Master Plan. • Task 1. Draft and Public Initial Study/MND
The Harris team will conduct the technical analyses in compliance with CEQA and prepare a draft IS/MND for City review.

The IS will evaluate each of the following 20 environmental topics and address each of the checklist questions in accordance with the most recent State CEQA Guidelines, Appendix G, and relevant regulations. • Aesthetics
• Agriculture and Forestry Resources
• Air Quality
• Biological Resources
• Cultural Resources
• Energy
• Geology and Soils
• Greenhouse Gas Emissions
• Hazards and Hazardous Materials
• Hydrology and Water Quality
• Land Use and Planning
• Mineral Resources
• Noise
• Population and Housing
• Public Services
• Recreation
• Transportation
• Tribal Cultural Resources
• Utilities and Service Systems
• Wildfire
The discussion for each environmental topic will include relevant baseline information (environmental setting or existing conditions), upon which environmental changes caused by the project are measured. This scope assumes that baseline information will be based on a site visit, existing relevant documents, and information provided by the City.

The discussion for each checklist question will identify the potential environmental impacts of the project with a clear nexus to the established threshold of significance. The discussions will be concise and focused on the questions, providing detail as needed to support the conclusions and impact determinations. If there are any potentially significant impacts, feasible mitigation measures will be identified to avoid, minimize, and reduce the effects to a less than significant level.

Following is additional information on the scope of work for some of the environmental topics.

Air Quality/Greenhouse Gas Emissions. Harris’ air quality specialist will prepare a technical analysis that addresses the potential criteria pollutant and greenhouse gas (GHG) emissions from Project construction and operation. The tasks are as follows:
o Provide a brief summary of existing conditions in the project area, including a description of relevant pollutants, basin attainment status, and applicable regulations, including applicable Monterey Bay Air Resources District (MBARD) rules and plans and statewide GHG emissions reduction goals, and the Watsonville Climate Action and Adaptation Plan (CAAP).
o Calculate criteria pollutant and GHG emissions from project construction and net change in operation using the CalEEMod model, based on information to be provided by the City. Project criteria pollutant emissions will be compared to MBARD CEQA thresholds to determine whether or not a potentially significant impact would occur. Mitigation measures will be identified, if necessary. o Evaluate project consistency with the Air Quality Management Plan and Particulate Matter Plan based on modeling results and the MBARD CEQA Guidelines.
o Compare project operation to the MBARD guidelines for determining potential CO hotspot impacts based on traffic volumes provided by the City. It is assumed that the project will generate minimal new vehicle trips, so evaluation of CO hotspots will be qualitative and hot spot modeling will not be necessary. o Qualitatively evaluate the potential for impacts to sensitive receptors within 1,000 feet of the site, including the potential for substantial pollutant concentrations and odor. o The project, including estimated net change in GHG emissions, will be compared to the Watsonville CAAP to determine consistency with statewide emissions reduction goals.

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Biological Resources. Harris staff will prepare the analysis based on database review followed by a field visit to identify sensitive or special status plant and wildlife species with potential for occurrence on or adjacent to the site, based on proximity to known occurrence locations and availability of suitable habitat. For those resources with potential to occur, the analysis will identify potential impacts, and avoidance/minimization measures to be employed during project activities. We will also address other questions related to potential biological resources impacts in the CEQA checklist.

Cultural and Tribal Resources. Harris staff will conduct background research that will comprise of a records search at the Northwest Information Center (NWIC) of the California Historical Resources Information System (CHRIS) at Sonoma State University for information on known cultural resources and previous studies within a quarter mile of the APE, including resources listed on national, state, and local heritage inventories. Harris will also review other relevant City documents to determine the potential sensitivity for cultural resources and conduct due diligence Scared Lands outreach with the Native American Heritage Commission. This scope does not include Native American consultation in compliance with AB 52 because this is required when a lead agency receives a request for consultation by Native American tribes, and it is our understanding that the City has not.

Energy. Harris will evaluate the project’s potential to result in wasteful, inefficient, or unnecessary use of energy, or wasteful use of energy resources based on construction and operation information provided by the City, including any best management practices (BMPs), such as limits to idling. It is assumed that construction would require typical construction practices, and that the project would install modern, new equipment that would not result in wasteful or inefficient equipment operation. This section will also address the potential for the project to conflict with local energy conservation plans, referencing the relevant plan analysis in the Greenhouse Gas Emissions section as applicable.

Geology and Soils. The project is in a seismically active area and thus may be susceptible to liquefaction, subsidence, or settlement. The analyses will be based on existing information available in City and County documents (e.g., general plan update, environmental impact reports).

Hazards and Hazardous Materials. This section will identify known hazards and hazardous materials based on data available from the State Water Resources Control Board and Department of Toxic Substances Control databases.

The discussion will identify potential impacts associated with hazardous materials transport, storage and use as well as potential hazards associated with the disturbance of existing contaminated sites.

Hydrology/Water Quality. Standard BMPs will be included in the project description to address potential water quality impacts during construction.

Land Use and Planning. The analysis will evaluate the consistency of the project with relevant land use plans and policies, compatibility with existing and planned land uses, and consistency with ongoing planning efforts.

Noise. The noise and vibration analysis will describe the existing noise setting and evaluate the impacts from construction and operation of the project on any sensitive receptors (e.g., adjacent residences), based on applicable state and local guidance and noise ordinance. Construction noise will be estimated using the FHWA Roadway Construction Noise Model based on construction information provided by the City. We will evaluate the potential for exposure of persons to excessive ground-borne vibration from construction using the screening level analysis procedure described by the Federal Transit Administration’s Transit Noise and Vibration Impact Assessment Manual.

Operational noise will qualitatively discuss changes to traffic patterns. It is assumed that the project would not generate substantial new vehicle trips that would result in a significant increase in vehicle noise levels based on screening criteria from the California Department of Transportation.

Transportation. This analysis will consider potential effects associated with construction-related traffic and adequate emergency access, which can be addressed by including BMPs (e.g., traffic control plan) in the project description. This scope assumes there would be no substantial increase in vehicle miles traveled for operation, based on information to be provided by the City.

Utilities and Service Systems. This analysis will address potential impacts to water supply and water-related infrastructure, stormwater drainage facilities, wastewater, and solid waste collection and disposal systems based on input from the City as service provider.

EXHIBIT "A"
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A Draft Initial Study will be provided to the City for review and comment. This scope assumes that only one electronic draft will be prepared, any conflicting comments will be resolved, and comments will be minor and not result in substantial changes or additional analyses. Harris will revise the Draft Initial Study based on City comments and circulate the Initial Study/ND or MND (hereafter referenced IS/MND) for public review.

We will also prepare the Notice of Intent (NOI) to adopt an MND and submit it to the County Clerk. Additionally, if State agency approval is required, we will prepare the Notice of Completion (NOC) and submit it to the State Clearinghouse online, along with an electronic copy of the IS/MND for distribution to relevant State agencies for review. The public review period for an IS/MND that is submitted to the State Clearinghouse is 30 days; otherwise, the public review period is 20 days.

Harris will provide electronic copies of the NOI, NOC, and public IS/MND to the City. This scope also assumes that the City would be responsible for any additional distribution, posting on the City’s website, printing any hard copies, and additional noticing requirements (e.g., newspaper) in accordance with CEQA requirements. We are happy to provide guidance and recommendations with respect to these requirements. • Task 2. Response to Comments, Final Initial Study/MND, MMRP, NOD Following the public review period, Harris will review and respond to comments received on the IS/MND in memorandum format. The responses memorandum would be used by the decision- makers and sent to commenting agencies, along with notification of when any public hearing is held to approve the project. This scope assumes preparation of one draft of the responses for City review and a final version in electronic format.

If comments identify errors or other necessary changes to the Initial Study, we will prepare a revised Initial Study, along with the final Mitigated Negative Declaration. This scope assumes that any revisions to the Initial Study would be minor and not require additional analysis. CEQA does not require formal responses to comments, preparation of a final document with comments/ responses, nor a public hearing during the public review period.

We will also prepare the required Mitigation Monitoring and Reporting Program (MMRP) in tabular format. It will include the mitigation measures identified in the IS/MND and the mitigation timeline and responsibility.

Finally, upon project approval, Harris will prepare a Notice of Determination (NOD) for filing with the County Clerk and Office of Planning and Research, which triggers a 30-day statute of limitations to legal challenge regarding the CEQA document. This scope assumes the City will pay the required filing fees.

Deliverables (electronic):
• Draft IS/MND
• Public IS/MND
• Notice of Intent and Notice of Completion
• Draft and Final Responses Memorandum
• Final IS/MND
• Draft and Final MMRP
• Notice of Determination
Assumptions and Exclusions
Outside of the environmental clearance activities, Harris’ services on this project are administrative and do not involve design or the preparation of engineering technical studies.

It is our understanding that the City is in the process of hiring the Architect for the purpose of preparing the basis of design, performance specifications/criteria, project elevations, and updated cost estimate. This architect would be available to review submittals and respond to RFI’s through the procurement and design-build phase.

We also understand that the City is currently in the process of hiring a firm to conduct geotechnical investigations of the project site.

EXHIBIT "A"
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PROJECT SCHEDULE
The following is the forecasted Design-Builder Procurement Phase schedule along with the assumptions made. While the environmental clearance activity is the critical path item, the strategy taken to accelerate the schedule is to simultaneously implement the environmental clearance, RFQ and RFP preparation activities.

Schedule Assumptions
• Harris will coordinate the work of the Bridging Architect (LDA) – to be hired by the City. • (*) Bridging Document to be performed by the Architect (performance specifications, exterior elevations) • No Public Opposition
• City’s geotechnical consultant will complete their report by the end of the RFQ phase (activity 1.0) • Environmental clearance (activity 2.0) and the DB short listing (activity 1.4) must be completed prior to RFP Advertise (Activity 3.3)
• City’s internal review of the draft Bridging Document is assumed at 1-2 weeks.

PROPOSED TEAM
Please see the attached resumes for the proposed team that will be focused on the efficient advancement of this Procurement Phase. Mark Nassar will act as the Project Director/Project Manager and your point of contact. Mark brings extensive public sector experience at the City of San Diego, especially as Deputy Director of the Architectural Engineering and Parks Design Division overseeing the implementation of the City’s Design Build vertical projects. Jennifer Scott is a seasoned Senior Project Manager who will provide backup and supporting role to Mark in the capacity of an assistant Project Manager. Additionally, our approach for the overall success of the entire Design-Build project is to involve our construction management team during the Design-Build Procurement Phase – in the review of the basis of design, bridging documents, Design Builders’ statement of qualifications and proposals. This role will be led by Matthew Nethercutt, who as his resume details, has extensive experience with vertical buildings construction and a variety of delivery methods that includes Design Build.

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PROPOSED FEES
The proposed fee for the services outlined above during the Design-Build Procurement Phase is $327,800.28 and is broken down in the attached fee schedule using the on call hourly rates.

We look forward to commencing on this important project and being part of its success. We are available at your convenience to discuss the above and address any questions or comments that you may have.

Sincerely,
Harris & Associates, Inc.

Mark Nassar, PE, MBA
Vice President
(619) 200-6442  [email protected]
Attachment: Fee Schedule
Resumes
EXHIBIT "A"
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MUNICIPAL SERVICES CENTER IMPROVEMENTS (PHASES 1 & 2)

DESIGN-BUILD PROJECT MANAGEMENT AND ENVIRONMENTAL DOCUMENTATION SERVICES

FEE SCHEDULE
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Harris & Associates, Inc. Resumes  1

EDUCATION
MBA, Business Administration
BS, Civil Engineering

REGISTRATION
Professional Civil Engineer, CA

AFFILIATIONS
Construction Management
Association of America (CMAA),
Member
American Public Works Association
(APWA), Sustainability Committee
Chair
Mark Nassar, PE

PROJECT MANAGER
Mark has 30 years of public sector experience working for the City of San Diego in infrastructure operations, planning, design, and construction in public vertical and horizontal asset types. Over the last three years at Harris, Mark has been implementing program, project and construction management services. Mark is currently the Program Manager overseeing the City of Rialto’s capital improvement projects development and delivery program as well as generating its 5-year Capital Improvement Outlook. His experience allows him to provide innovative solutions with a focus on client, stakeholders and public by adopting proven best management practices that reduce program and project soft costs and shorten delivery schedules to industry benchmark values.

RELEVANT EXPERIENCE
• City of San Diego, Public Works Department, Architectural Engineering and Parks Division.

Deputy Director. Mark managed a division of 80 engineers and non-engineers that services every single one of the City’s asset owning departments, with a focus on complex buildings, recreational park facilities, and water/sewer treatment facilities. Projects included largediameter water and sewer pipelines. Mark managed the establishment of 30% Design Level Bridging Documents to be used as templates for the City’s Fire Stations Design-Build program – a CIP streamlining effort intended to accelerate design-build delivery and reduce soft costs. • City of Rialto, Capital Improvement Program. Program Manager. The City of Rialto has an active CIP that is upwards of $100 million and growing. Challenged with limited resources and a growing and active development, the City has turned to Harris to help drive the implementation of its active CIP as well as map out the capital improvement plan for the next 5 years. Mark serves as the overall project manager and client contact during the project’s duration and oversees all scope, schedule, and budget items. The Harris team is currently evaluating all active projects and preparing a strategy for expediting their implementation, while simultaneously kicking off the 5 Year CIP Development and the Project Controls Systems setup efforts.
• City of San Diego, Public Works Department, Capital Asset Management Division. Deputy Director. Mark managed the operation and performance of a division of 210 staff through the specialized technical services units of asset management, planning/preliminary engineering (all asset types), project controls, land surveys, materials testing lab, environmental and permit processing, and ADA Compliance. He also oversaw the coordination and execution of the City’s CIP Programs—example programs this division is responsible for scoping and implementing include the Small Diameter Water & Sewer Replacement Program. Mark also presented annual water/sewer CIP performance reports to the Public Utilities Independent Rates Oversight Committee.
• City of San Diego, Public Works Department, Construction Management and Field Engineering Division. Deputy Director. Mark managed a division of 270 employees comprised of inspectors, land surveys, material testing lab, traffic control, and stormwater quality compliance. He oversaw the division’s performance in the inspection and quality assurance/ control of private (developer built and permitted) and public (CIP) construction work on the City’s property and within the City’s right of way.

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Harris & Associates, Inc. Resumes  4

EDUCATION
BS, Structural Engineering

REGISTRATION
Professional Civil Engineer, CA
Jennifer Scott, PE

ASSISTANT PROJECT MANAGER
Jennifer has over 16 years of experience in project management, program management, and civil engineering, including nearly seven years of public sector experience working for the City of San Diego. She has managed capital improvement program projects including parks and buildings, and has been responsible for design and preparation of PS&E for a variety of highway, transit, and street projects. Jennifer’s experience managing dozens of capital improvement program projects in the private and public sectors allows her to provide unique insight at Harris, especially with municipal government clients. Jennifer shows her deep commitment to each project through her clear, proactive communication skills and responsiveness with clients and project stakeholders.

RELEVANT EXPERIENCE
• City of Rialto, Capital Improvement Program. Project Manager. The City of Rialto has an active Capital Improvement Program that is upwards of $100 million and growing. Challenged with limited resources and a growing and active development, the City has turned to Harris to help drive the implementation of its active capital improvement program as well as map out the capital improvement plan for the next five years. Jennifer serves as a project manager during the contract’s duration and oversees scope, schedule, and budget items. The Harris team is currently evaluating all active projects and preparing a strategy for expediting their implementation, while simultaneously kicking off the 5 Year CIP Development and the Project Controls Systems setup efforts.
• City of San Diego, Engineering & Capital Projects Department. Senior Civil Engineer. In this role, Jennifer led a team of seven civil engineers and landscape architects in managing over thirty CIP projects, primarily for the Parks and Recreation Department asset owner, with project budgets ranging from $500,000 to $30 million. In addition to managing more than 30 parks and building projects, she provided technical guidance to staff, fostering their development. Jennifer maintained a high level of communication with design consultants, City departments, the asset owner, City Council and mayor staff, and Engineering & Capital Projects management staff. She also reviewed and signed contract documents as a deputized City Engineer. Jennifer served as the communications chair for the department’s Employee Business Committee (EBC), managing department-wide communications for events and notifications from the EBC.
• City of San Diego, Engineering & Capital Projects Department. Associate Civil Engineer. In this role, Jennifer managed more than 24 parks and building capital improvement projects throughout the project lifecycle, encompassing the planning, design, and construction phases for the Architectural Engineering & Parks Division. Jennifer led multi-disciplinary teams of staff and consultants including architectural, MEP, structural, civil, and landscape architectural staff. She collaborated with the department’s Contracts Division to procure design consultants and develop contracts for the completion of design work, managing the consultant contracts through the life of the project. She also represented the department in public outreach events, presented information regarding capital improvement projects to the community at public meetings. Jennifer reviewed construction documents for design accuracy, adherence to City standards, and consistency with the asset owner’s needs, and developed and managed project schedules and budgets using various tools such as Primavera P6 and SAP programs. The capital improvement projects managed by Jennifer were funded through various federal and state grant sources, including Community Development Block Grants (CDBG), the Land and Water Conservation Fund’s Outdoor Recreation Legacy Partnership (ORLP), the California Department of Housing and Community Development Housing-Related Parks Program (HRPP), and the California Statewide Park Development and Community Revitalization Program (SPP). Jennifer served as the chair of the Associate’s Meeting, a monthly meeting for department staff to have a direct connection with management and share lessons learned.

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Harris & Associates, Inc. Resumes  2

EDUCATION
BS, Construction Management

CERTIFICATIONS
OSHA 10-Hour Construction
Healthcare Construction
Certificate, ASHE

AFFILIATIONS
Construction Management
Association of America (CMAA),
Member
Matt Nethercutt

CONSTRUCTION MANAGER
Having grown up in Watsonville, Matt understands the unique and rich culture that the City has to offer. With more than 32 years of experience in the construction industry, including direct field supervision of construction work, his project and construction management experience for buildings includes major projects which consist of community centers, libraries, multipurpose rooms, fitness rooms, meeting rooms, kitchens, courtyards, outdoor spaces, landscaping, and on-site parking, gathering spaces, senior living, and historic and seismic renovations. Matt has managed several large community and facility projects throughout Monterey County including Alisal Integrated Health Center and Schilling Place, making him intimately familiar with the local processes and procedures required to secure the success of your project.

In addition, Matt possesses a great deal of knowledge of construction delivery methods, including design-build experience, and the keys to their successful implementation. Additionally, his knowledge of building codes, ADA compliance, and federal, state, and local laws, as well as sustainability practices will result in the construction of a quality facility. Matt brings to his project teams the art of compromise - an essential ingredient to achieving solutions. His logical, commonsense approach to problem-solving keeps team members focused on moving toward the primary goals of the project. Matt has extensive experience with preventing, reviewing, and negotiating change orders and has presented on the topic to owners and architects. His negotiation and management skills have resulted in a track record of zero claims going past the project level.

RELEVANT EXPERIENCE
• County of Monterey, Alisal Integrated Health Clinic. Project Director. This ground-up project includes construction of the new 19,000+ SF Behavioral Health Center for children in East Salinas. Consisting of a two-story structural steel frame, slab on grade, and concrete on metal deck structure, this building includes offices, exam and observation rooms, along with a lobby and multipurpose room that is available to the community. It also includes a new parking lot with 81 spaces, landscaping, etc. Matt participated in preconstruction services including a constructability review of the documents and review of the front end specifications and bid instructions. Due to the County’s COVID-19 procedures for receipt of bids, there was an inadvertent mistake in handling a late bid. While the contractor argued that it would protest the bid if the County did not accept their bid, Matt worked with the County staff to formulate a response that rejected the bid and allowed the County to accept the next lowest bidder. This saved the County the time and money associated with having to rebid the project as the County Council had initially recommended to their Project Manager. • County of Monterey, Schilling Place Tenant Improvements. Projector Director/Construction Manager. This $12.5 million project included renovation of a former credit card billing firm’s building that had been abandoned for many years. Most of the interior was stripped of finishes, some new interior walls erected, and all new data cabling installed. The exterior site improvements include a new roof and selective demolition of approximately 5,000 square feet of asphalt and concrete to construct new concrete walks, ADA-compliant parking, signage for accessibility, new electric vehicle charging stations, and a new bus stop. While Matt was initially just the Project Director for the project, he stepped in with three months remaining in the project when the Construction Manager had to take time off for personal reasons.

Since Matt had been involved in the project from the outset the transition was smooth and the project was completed as scheduled. The project turned the property into a vivid and modernized multi-use government center in less than one year. • Kaiser Permanente Vallejo Medical Center, Hospital Tower Reskin. Senior Construction Manager. This project involved adding a new exterior skin to the 1995 hospital after demolition of the 1971 hospital tower. This work was completed while maintaining environmental and infection control to the existing hospital. The project used a combination of design-bid-build and design-build scopes.

EXHIBIT "A"
pg. 12 of 12
DocuSign Envelope ID: 4954904C-2CAA-4496-A2F3-BBEF1DD34C92

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Harris & Associates, Inc. Resumes  3

EDUCATION
MS, Mechanical Engineering
BS, Mechanical Engineering

CERTIFICATIONS
OSHA 10-Hour Construction
Adult First Aid/CPR/AED
Luis Flores

ASSISTANT CONSTRUCTION MANAGER
Luis is an experienced, fluent English- and Spanish-speaking construction manager with excellent communication skills and strong attention to detail. He has more than seven years of experience managing commercial projects in the public works, bioscience, aeronautic aircraft manufacturing, sustainable energy, and e-commerce sectors. Luis specializes in design-build construction, offering extensive experience in tenant improvement projects, R&D manufacturing facilities, and e-commerce distribution centers in all facets of construction from pre-construction and design through project completion or site launch. His core competencies include MEP systems, value engineering, data analysis, and root-cause analysis for risk management. Luis has a proven track record of completing projects on time and under budget. As a trusted adviser and construction management partner, Luis will offer transparency, active communication, and peace of mind to make certain your project goals are met, and results exceed your expectations.

RELEVANT EXPERIENCE
• County of Monterey, Alisal Integrated Health Center (AIHC). Construction Manager. The AIHC project is an ongoing new two-story ground-up project located in the heart of East Salinas. When completed in the fall of 2023, this facility will provide behavioral health services to the community, including screening and assessment, individual and family counseling, medication evaluation, and occupational therapy. This facility will feature exam rooms, treatment rooms, children’s therapy rooms, and office spaces for the County of Monterey Behavioral Health Bureau. The project scope includes full development of an existing 1.08-acre lot, which consists of new utilities (gas, water, fire, sewer, electrical), foundation development, ground-up construction of a new 20,000 square-foot, two-story steel/metal framed building, site development including 83 new parking stalls, and five bioretention ponds. Luis is currently serving as Construction Manager and County of Monterey’s owner representative, and is responsible for the overall project scope, schedule, and budget. He is at the job site daily and is working side-by-side with the general contractor to effectively plan the build-out of the project and negotiate change orders, in an effort to minimize cost impacts. The project is on track to be completed on time and under budget.
• Amazon, DSF7 Special Project. Construction Manager. This expansion project included the addition of a new 30,000 square-foot exterior canopy structure for Amazon delivery van loading. The project scope included constructing new foundations for the steel structure, as well as adding a fire suppression system and electrical infrastructure. The project took place on an active and busy Amazon logistics distribution facility that operates 24 hours a day, during Amazon’s peak season leading up to the holidays. Luis strategized and phased all construction work through careful planning, working night shifts and weekends to minimize interruption to the active delivery station. Luis communicated and coordinated all construction work with site operations and safety teams to enable the safety of 200+ Amazon associates while construction was taking place. He was responsible for consistent planning, financial management, and managing the general contractor and all project vendors. Luis successfully launched the exterior canopy prior to the holiday season and just before the start of rainy weather, which was the ultimate objective for this project. • Kitty Hawk, Terminal Projects. Project Manager. This was a three-building campus project consisting primarily of upgrading MEP facilities to accommodate the expansion of equipment installation, as well as tenant improvements and ADA upgrades to the exterior site and three restroom cores. Luis was responsible for managing this project from the design phase through completion. He managed the project financials, schedule, subcontractor bidding and buyout, and all staff, including the superintendent, architect, structural engineer, and subcontractors.

Through value engineering efforts and competitive bidding, Luis was able to deliver this project 10% under the forecasted budget with $500,000 in project savings.

DocuSign Envelope ID: 4954904C-2CAA-4496-A2F3-BBEF1DD34C92

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12/7/2023 12:00:14 PM
C:\Program Files\eSCRIBE\TEMP\1201141239\1201141239,,,Report - Award Bid Household Hazardous Waste.docx Agenda Report
MEETING DATE: Tuesday, December 12, 2023
TO: City Council
FROM: PUBLIC WORKS & UTILITIES DIRECTOR LINDBERG

SOLID WASTE DIVISION MANAGER SMITH

PROCESSING CENTER COORDINATOR GORDO
THROUGH: CITY MANAGER MENDEZ
SUBJECT: CONTRACT FOR LAB PACKING, COLLECTION, RECYCLING &

DISPOSAL OF HOUSEHOLD HAZARDOUS WASTE MATERIALS
IN AN AMOUNT NOT TO EXCEED $250,000 PER YEAR
RECOMMENDED ACTION:

It is recommended that the City Council approve a resolution awarding a contract to Clean Earth Environmental Solutions, Inc., in an amount not to exceed $250,000 per year for lab packing, collection, recycling, and disposal of Household Hazardous Waste, with the option of extending the agreement for a maximum of five additional one-year periods.

DISCUSSION:

The Waste and Recycling Drop-Off Center located at 320 Harvest Drive serves as the City’s central recycling drop off location. The center accepts many types of recyclables, household hazardous waste (HHW), yard waste and occasional extra garbage from City residents.

The City accepted bids from certified hazardous waste disposal companies for the Lab Packing, Collection, Recycling & Disposal of Household Hazardous Waste Materials from the City of Watsonville to enter into a one year service agreement with the City, with the option of extending the agreement for a maximum of five additional one-year periods.

On October 24, 2023, the Council approved Resolution No. 200-23 (CM) approving the specifications and calling for bids for these services.

Bids for this project were due on November 16, 2023, at 11:00 A.M. Bid proposals were received from the following firms:

1. Clean Earth Environmental Solutions, Inc.

2. Clean Harbors Environmental Solutions, Inc.

3. Advanced Chemical Transport, Inc.

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12/7/2023 12:00:14 PM
C:\Program Files\eSCRIBE\TEMP\1201141239\1201141239,,,Report - Award Bid Household Hazardous Waste.docx Proposals were reviewed and evaluated against the selection criteria listed in the bid documents, which included both bid item pricing and qualifications. Clean Earth Environmental Solutions, Inc. was determined to be the best value based on the advertised bid selection criteria.

The bid prices received are on a per item basis for the types of items that the Waste & Recycling Center typically receives each year. Based on actual hazardous waste material quantities collected in previous years, staff estimates the costs for services to be approximately $250,000 per fiscal year.

Staff recommends the bid received from Clean Earth Environmental Solutions, Inc. be accepted by the City.

STRATEGIC PLAN:

This project is consistent with the following strategic plan goal:
2-Infrastructure & Environment
FINANCIAL IMPACT:

Funds for these services will be paid out of the Solid Waste Fund and are included in the adopted budget.

ALTERNATIVE ACTION:

Council could choose to not award the contract. However, such action would render the City non-compliant with solid waste management mandates.

ATTACHMENTS AND/OR REFERENCES (If any):

None.

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Reso No. (CM)
Meeting Date: 121223 SWZ ______ RM ______ PWU ______
1 RESOLUTION NO.__________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WATSONVILLE AWARDING CONTRACT TO CLEAN EARTH
ENVIRONMENTAL SOLUTIONS, INC., A CORPORATION, FOR LAB

PACKING, COLLECTION, RECYCLING, AND DISPOSAL OF
HOUSEHOLD HAZARDOUS WASTE MATERIALS, PROJECT NO. WD23-01, IN AN AMOUNT NOT TO EXCEED $250,000 PER YEAR, WITH

THE OPTION OF EXTENDING THE CONTRACT FOR A MAXIMUM OF
FIVE ADDITIONAL ONE-YEAR (1) PERIODS; AND AUTHORIZING CITY MANAGER TO EXECUTE CONTRACT ($250,000 WILL BE FUNDED
FROM THE SOLID WASTE FUND [0740] PER FISCAL YEAR
BEGINNING FY2023-2024)
WHEREAS, on October 24, 2023, Council adopted Resolution No. 200-23 (CM) approving plans and specifications and authorized calling for bids for the Lab Packing, Collection, Recycling & Disposal of Household Hazardous Waste Materials, Project No.

WD-23-01; and
WHEREAS, pursuant to Title 7, Chapter 14 of the City of Watsonville Municipal Code, the City issued a notice inviting bids and bids were received for the Lab Packing, Collection, Recycling & Disposal of Household Hazardous Waste Materials, Project No.

WD-23-01; and
WHEREAS, bid proposals that were submitted by the deadline, were received at City Hall, 250 Main Street, Watsonville, California, on Thursday, November 16, 2023, at 11:00 A.M., and later reviewed for price and qualifications in accordance with the selection criteria advertised in the bid documents; and WHEREAS, the City Manager has recommended that the bid from Clean Earth Environmental Solutions, Inc., a corporation, [Contractor License # 1006139], for the Lab Packing, Collection, Recycling & Disposal of Household Hazardous Waste Materials, Project No. WD-23-01, in an amount not to exceed $250,000 per fiscal year be accepted as the lowest responsible and responsive bidder.

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Reso No. (CM)
Meeting Date: 121223 2

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. This action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(5), in that adopting a Resolution awarding contract to Clean Earth Environmental Solutions, Inc. for the Lab Packing, Collection, Recycling & Disposal of Household Hazardous Waste Materials, Project No. WD-23-01, does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

2. That the contract is hereby awarded to Clean Earth Environmental Solutions, Inc., a corporation, for the Lab Packing, Collection, Recycling & Disposal of Household Hazardous Waste Materials, in an amount not to exceed $250,000 per year with the option of extending the Contract for a maximum of five additional one-year (1) periods.

3. That the Agreement between the City of Watsonville and Clean Earth Environmental Solutions, Inc., a copy of which is attached hereto and incorporated herein by this reference, is hereby approved.

4. That the City Manager is hereby authorized and directed to execute said Contract for and on behalf of the City of Watsonville, in the form attached hereto with minor revisions that may be approved by the City Manager and the City Attorney. *******************************

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12/1/2023 5:56:44 PM
C:\Program Files\eSCRIBE\TEMP\17564140849\17564140849,,,Contract with Environmental Innovations, Inc for Green Business Services.docx
Agenda Report
MEETING DATE: Tuesday, December 12, 2023
TO: City Council
FROM: PUBLIC WORKS & UTILITIES DIRECTOR LINDBERG

SR ENVIRONMENTAL PROJECTS ANALYST STOLZENTHALER
THROUGH: CITY MANAGER MENDEZ
SUBJECT: RESOLUTION APPROVING SOLE SOURCE VENDOR AND

TWO-YEAR CONTRACT FOR CONSULTANT SERVICES
WITH ENVIRONMENTAL INNOVATIONS, INC., A
CORPORATION, FOR THE CITY’S GREEN BUSINESS

SERVICES IN WATSONVILLE, IN AN AMOUNT NOT TO
EXCEED $209,050; AND AUTHORIZING CITY MAN
RECOMMENDED ACTION:

Staff recommends that the City Council adopt a resolution awarding a two-year contract between Environmental Innovations, Inc., and the City for a not to exceed amount of $209,050 to continue the Green Business Certification & Services Program in Watsonville from January 1, 2024, through December 31, 2025.

BACKGROUND:

The Green Business Program supports statewide goals for greenhouse gas emission reduction, waste reduction mandates, water conservation and stormwater guidelines by assisting businesses in implementing conservation practices in their operations. Green Business Certification provides resiliency tools to the local business economy. Outcomes achieved through this program directly support the City’s Climate Action and Adaptation Plan, SB 1383 waste reduction, and stormwater compliance.

DISCUSSION:

The City of Watsonville’s free and voluntary Green Business Program assists businesses to achieve certification for having adopted sustainable business practices.

Environmental Innovations, Inc. has been serving the City of Watsonville for 16 years to certify Watsonville green business under a sole source provision (Subdivision (c) of § 3-

5.210 of the Municipal Code). They are the only known professional providing green business certification in line with the goals set by the California Green Business Network.

The Green Business Network Program is the only program that has been supported by the State of California for green business certification. Environmental Innovations staff also work for the California Green Business Network which makes them the most qualified

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C:\Program Files\eSCRIBE\TEMP\17564140849\17564140849,,,Contract with Environmental Innovations, Inc for Green Business Services.docx
Green Business professionals in California. Therefore, it is in the best interest of the City for Green Business Program services to continue to be provided by Environmental Innovations, Inc.

Environmental Innovations is the sole consultant with the tools and experience to educate and document compliance with the City’s waste reduction foodware municipal code chapter 6-6. For two years they have outreached to 150 local restaurants and food vendors in Spanish and English to gain compliance on the city’s Environmental Packaging ordinance.

Green Business Programs are one of the more highly noted programs supporting greenhouse gas reductions in municipalities throughout California. Businesses who obtain a green certification reach full compliance with local sustainability ordinances and state mandates related to recycling, organic diversion, and stormwater. Certification appeals to businesses because they can reduce their electricity and water costs, maximize resource materials, enhance their productivity, and reduce their carbon footprint.

Furthermore, Environmental Innovations, Inc. helps ensure our program services reach minority and vulnerable businesses who historically have been marginalized from these types of programs. Recruitment and certification efforts will focus on food sector, schools, and Spanish-speaking business owners with the goal of half or more of new enrollments being BBIPOC-owned and/or Spanish speaking businesses.

Through this contract, Environmental Innovations, Inc. will continue Green Business certification and services for at least thirty businesses. One hundred fifty businesses will receive education on the city environmental packaging ordinance and compliance will be documented.

Nineteen percent of the contract is reserved as contingency for additional assistance with related environmental services. Contingent environmental services may include:
provision of guidance and assistance on other business environmental compliance issues such as wastewater, stormwater or solid waste; identify mechanisms for stormwater management funding; or assisting with SB 1383 edible food recovery compliance.

CEQA:

The approval of this agreement is not subject to review under the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21000, et seq. and the CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et. seq.), including without limitation, Public Resources Code section 21065 and California Code of Regulations 15378 as this is not a “project” that may cause a direct, or reasonably foreseeable indirect, physical change in the environment and because the action constitutes organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. Additionally, even if a “project,” the action would be exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can

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C:\Program Files\eSCRIBE\TEMP\17564140849\17564140849,,,Contract with Environmental Innovations, Inc for Green Business Services.docx
be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

STRATEGIC PLAN:

This project supports Strategic Plan Goal:
6 - Community Engagement & Well-Being.

FINANCIAL IMPACT:

The total cost of this contract agreement is $209,050. over two years. This project is included in the current adopted fiscal year budget, which has sufficient funds in account 0710-540-7361.

ALTERNATIVE ACTION:

No reasonable alternatives are known at this time.

ATTACHMENTS AND/OR REFERENCES (If any):

None.

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Reso No. (CM)
Meeting Date: 121223 SWZ ______ RM ______ PWU ______
1 RESOLUTION NO. __________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WATSONVILLE

APPROVING SOLE SOURCE VENDOR AND TWO-YEAR CONTRACT FOR

CONSULTANT SERVICES WITH ENVIRONMENTAL INNOVATIONS, INC,

FOR GREEN BUSINESS CERTIFICATION AND SERVICES PROGRAM IN WATSONVILLE, IN AN AMOUNT NOT TO EXCEED $209,050; AND

AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE
SAME
WHEREAS, competitive bidding requirements for the purchase of supplies, equipment and non-personal contractual services and the sale of personal property are set forth in Chapter 5 of Title 3 of the Municipal Code; and WHEREAS, subdivision (c) of § 3-5.210 exempts supplies and materials which are unique, available only from one source, or sought to match existing equipment or supplies already in use (also known as a sole source purchase); and WHEREAS, Environmental Innovations, Inc. is the only authorized provider of Green Business certification with the California Green Business Network; and WHEREAS, the City of Watsonville provides resources for businesses and schools who want to pursue Green Business Certification; and
WHEREAS, the City supports local businesses to reach compliance with the City of Watsonville Foodware and other Environmental ordinances; and WHEREAS, this free and voluntary assistance program is offered to businesses in the City who pursue resources and recognition for implementing environmentally sustainable practices; and
WHEREAS, outcomes achieved through this program directly supports the City’s Climate Adaptation and Action Plan; Waste Reduction Municipal Codes and State Mandates; Stormwater Protection plans; and Water Conservation standards; and

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Reso No. (CM)
Meeting Date: 121223 2
WHEREAS, Environmental Innovations, Inc., provides green business certification in line with the goals set by the California Green Business Network; and WHEREAS, Environmental Innovations, Inc., has provided services to the City for sixteen years to certify Watsonville Green Businesses and other related Environmental Services.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. This action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(5), in that adopting a Resolution approving a sole source purchase agreement for Green Business Services does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, and because the action constitutes organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

2. The Council finds that the services of Environmental Innovations, Inc. is available from one source that meets the needs of the City Watsonville Green Business Program (also known as a sole source purchase).

3. This purchase is exempt from the purchasing procedures of Chapter 5 of Title 3 of the Municipal Code as a sole source purchase under subdivision (c) of §

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Reso No. (CM)
Meeting Date: 121223 3
3-5.210 of the Municipal Code.

4. That the Council hereby approves the Contract for Consultation Services between the City of Watsonville and Environmental Innovations, Inc. for the Green Business Certification & Services Program, in an amount not to exceed $209,050.

5. That the City Manager is hereby authorized and directed to execute said Agreement for and on behalf of the City of Watsonville in the form attached hereto and incorporated herein by this reference, with minor revisions that may be approved by the City Manager and the City Attorney.
********************************

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CONTRACT FOR CONSULTANT SERVICES BETWEEN
THE CITY OF WATSONVILLE AND ENVIRONMENTAL INNOVATIONS, INC.

THIS CONTRACT, is made and entered into this , by
and between the City of Watsonville, a municipal corporation, hereinafter called "City," and Environmental Innovations, Inc., hereinafter called "Consultant."

WITNESSETH
WHEREAS, the City needs to obtain certain professional, technical and/or specialized services of an independent contractor to assist the City in the most economical manner; and
WHEREAS, Consultant has represented that consultant has appropriate skill, training, qualifications, and experience to render such services called for under this Contract to City.

THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION 1. SCOPE OF SERVICES. Consultant shall perform those services described in detail in Exhibit “A,” entitled “SCOPE OF SERVICES” which exhibit is attached hereto and incorporated herein.

SECTION 2. TERM OF CONTRACT. The term of this Contract shall be from January 1, 2024, to December 31, 2025, inclusive.

SECTION 3. SCHEDULE OF PERFORMANCE. The services of Consultant are to be completed according to the schedule set out in Exhibit “B,” entitled “SCHEDULE OF PERFORMANCE,” which is attached hereto and incorporated herein. Consultant will diligently proceed with the agreed Scope of Services and will provide such services in a timely manner in accordance with the “SCHEDULE OF PERFORMANCE.” SECTION 4. COMPENSATION. The compensation to be paid to Consultant including both payment for professional services and reimbursable expenses as well as the rate and schedule of payment are set out in Exhibit “C” entitled “COMPENSATION,” which is attached hereto and incorporated herein. This amount shall not exceed $209,050.

SECTION 5. METHOD OF PAYMENT. Except as otherwise provided in Exhibit “C,” each month, Consultant shall furnish to the City a statement describing the work performed for compensation during the preceding month. Such statement shall also include a detailed record of the month's actual reimbursable expenditures.

SECTION 6. INDEPENDENT CONSULTANT. It is understood and agreed that Consultant, in the performance of the work and services agreed to be performed by Consultant, shall act as and be an independent Consultant and not an agent or DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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employee of City, and as an independent Consultant, shall obtain no rights to retirement benefits or other benefits which accrue to City's employees, and Consultant hereby expressly waives any claim it may have to any such rights.

SECTION 8. INDEMNIFICATION. Consultant represents that Consultant has the expertise and experience necessary to perform the services and duties agreed to be performed by Consultant under this Contract, and City is relying upon the skill and knowledge of Consultant to perform said services and duties. Consultant agrees to defend, indemnify and hold harmless City, its officers, agents, and employees, against any loss or liability arising out of or resulting in any way from work performed by or on behalf of Consultant under this Contract or the errors or omissions by Consultant.

SECTION 9. INSURANCE.

A. Auto and Commercial General Liability Insurance. Consultant shall also maintain in full force and effect for the term of this Contract, automobile insurance and commercial general liability insurance with an insurance carrier satisfactory to City, which insurance shall include protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from any actual occurrence arising out of the performance of this Contract. The amounts of insurance shall not be less than the following:
(1) Commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000.00 per occurrence. If such insurance contains a general aggregate limit, such limit shall apply separately to each project Consultant performs for City. Such insurance shall (a) name City, its appointed and elected officials, and its employees as insureds; and (b) be primary with respect to insurance or self-insurance programs maintained by City and (c) contain standard separation of insured's provisions.
(2) Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles.

B. Workers’ Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant shall be insured against liability for Workers’ Compensation or undertake self-insurance. Consultant agrees to comply with such provisions before commencing performance of any work under this Contract.

DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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C. Proof of Insurance to City before Notice to Proceed to Work. Consultant shall satisfactorily provide certificates and endorsements of insurance to the City Clerk before Notice to Proceed to Work of this Contract will be issued. Certificates and policies shall state that the policy shall not be canceled or reduced in coverage without thirty (30) days written notice to City. Approval of insurance by City shall not relieve or decrease the extent to which Consultant may be held responsible for payment of damages resulting from services or operations performed pursuant to this Contract.

D. Written notice. Contractor shall provide immediate written notice if (1) any insurance policy required by this Contract is terminated; (2) any policy limit is reduced; (3) or any deductible or self insured retention is increased.

SECTION 10. NON-DISCRIMINATION. Consultant shall not discriminate, in any way, against any person on the basis of age, sex, race, color, creed, national origin, or disability in connection with or related to the performance of this Contract.

SECTION 11. TERMINATION.

A. City and Consultant shall have the right to terminate this Contract, without cause, by giving not less than ten (10) days written notice of termination.

C. The City Manager is empowered to terminate this Contract on behalf of City.

DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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SECTION 14. PRIOR CONTRACTS AND AMENDMENTS. This Contract represents the entire understanding of the parties as to those matters contained herein.

No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Contract may only be modified by a written amendment.

SECTION 15. CONFIDENTIAL INFORMATION. Except as may be required by law, all data, documents, discussions, or other information developed or received by or for Consultant in performance of this Contract are confidential and not to be disclosed to any person except as authorized by the City Manager.

SECTION 17. COVENANT AGAINST CONTINGENT FEES. The Consultant covenants that Consultant has not employed or retained any company or person to solicit or secure the Contract, and that Consultant has not paid or agreed to pay any company or person, any fees, commissions, percentage, brokerage fee, gift, or any other consideration contingent on or resulting from the award or making of this Contract.

For breach or violation of this covenant, the City shall have the right to annul this Contract without liability, or in its discretion, to deduct from the contract price or consideration or otherwise recover, the full amount of such fee, commission, percentage fee, gift, or contingency.

SECTION 19. CONFLICT OF INTEREST.

A. A Consultant shall avoid all conflict of interest or appearance of conflict of interest in performance of this Contract. Consultant shall file a FPPC Form 700 disclosure statement, which form shall be filed with the City Clerk within thirty (30) days from the effective date of this Contract as applicable.

B. No member, officer, or employee of the City, during their tenure, or for one (1) year thereafter, shall have any interest, direct or indirect, in this Contract or the DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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proceeds thereof and Consultant agrees not to allow, permit, grant, transfer, or otherwise do anything which will result in such member, officer, or employee of the City from having such interest.

SECTION 21. NOTICES. All notices shall be personally served or mailed, postage prepaid, to the following addresses, or to such other address as may be designated by written notice by the parties:

CITY
City Clerk’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
(831) 768-3040

CONSULTANT
Environmental Innovations, Inc.
113 Cooper Street
Santa Cruz, CA 95060
(831) 706-7384
SECTION 22. EXHIBITS:

Exhibit A: Scope of Services
Exhibit B: Schedule of Performance
Exhibit C: Compensation
///
///
///
///
DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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WITNESS THE EXECUTION HEREOF, on the day and year first hereinabove written.

CITY

CITY OF WATSONVILLE
BY ______________________________
Rene Mendez, City Manager
ATTEST:

BY ______________________________
Irwin I. Ortiz, City Clerk
APPROVED AS TO FORM:

BY ______________________________
Samantha W. Zutler, City Attorney

CONSULTANT
ENVIRONMENTAL INNOVATIONS, INC.

BY_________________________________
Josephine Fleming, CEO
DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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EXHIBIT "A"

SCOPE OF SERVICES
Annual Goals & Deliverables
• Outreach to at least 150 businesses to inform about foodware ordinance and/or the Green Business Program (via event tabling, presentations, and in person outreach)
• Support City foodware ordinance inspection process for the 150 impacted businesses, providing documentation for each business served • Provide Green Business certification services to at least 30 businesses, schools, and/or nonprofits, with at least 20 businesses achieve 50% or more of certification standards and 15 achieving Entry Level or Tier 2 certification or recertification
• Participate in up to two partner events (e.g. Pajaro Chamber, Pajaro CDC, or other business and/or school administrator facing events) • Post social media content recognizing all certified businesses • Organize one City Council recognition event and one networking event • Quarterly reports highlighting all measurable changes made by participants and listing any newly certified businesses
Task I: Green Business Services
• Assist schools, nonprofits, government agencies and businesses in:
o Completing energy, water, waste, transportation and education measures that are part of the City of Watsonville’s Green Business Program standards
o Accessing rebates and free resources available through partner agencies, the state, and nonprofits
• Business outreach to achieve city ordinances 6.10. (Organics & Recycling); 6.6.1 (Foodware); and Climate Action (14.51.010) and stormwater pollution prevention mandates.
• Specific efforts to engage Spanish Speaking and/or BIPOC-owned businesses Task 2: Marketing and Communications
• Informational presentations and tabling at partner events in both English and Spanish, such as chamber events, Pajaro CDC, business and/or school audience focused events
• Promote active and new green businesses through ad-boosted social media posts.
• Contribute content to partners and City staff highlighting the program to their audiences.
• Create additional opportunities for Watsonville business recognition at events in collaboration with the City of Watsonville and local partners.

DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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Task 3: City Foodware Ordinance Outreach and Compliance EI will use existing City of Watsonville Foodware ordinance 6.6.1 materials and resources to continue outreach to the food services sector and support compliance through education, resources and incentives as determined in a work plan developed by EI and approved by the City.

Task 4: Management and Reporting
• Quarterly slides report and review in person or by video summarizing the status on all goals and deliverables with City staff.
• Annual report and presentation for City Council showing environmental outcomes of our assistance, success stories, and recommendations on how to improve the program.
• Foodware Compliance Tracking and Documentation Record Online • Green Business Tracking and Documentation Record Online • City staff training as requested
DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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EXHIBIT "B"

January 1, 2024, through December 31, 2025
DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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EXHIBIT "C"

COMPENSATION
a. Total Compensation. The total obligation of City under this Contract shall not exceed Two Hundred Nine Thousand Fifty Dollars ($209,050).
b. Basis for Payment. Payment(s) to Consultant for services performed under this contract shall be made as follows and shall include payment for reimbursable expenses:

Annual Budget Table 2024 and 2025
Item Amount Summary
Technical Assistance, Outreach
and Education + Reporting
(Green Business Services and
Foodware Ordinance) $36,000
Outreach to 150 businesses, technical assistance to 30, marketing, education, tracking, reporting
Marketing and Events $12,000
Four events + social media recognition for all certified businesses
Foodware Inspections and
Reporting x 150 Businesses $30,000
Inspections and documentation per City Foodware
ordinance inspection process
Staff time Subtotal $78,000
Materials $2,500 Mileage, event costs and expenses
Administrative Fee 5% $4,025 Discounted Fee: Invoicing and expenses Contingency for additional
assistance $20,000
Identify mechanisms for stormwater management funding,
assist with edible food recovery compliance, provide
guidance and assistance on other business environmental compliance issues such as wastewater, stormwater or solid waste and recycling.

Annual Not to Exceed Total $104,525
Staff Billing Rates
Position City of Watsonville Rate Table
Director/Administrator: $110/hr
Coordinator $90/hr
Specialist $55/hr
Intern $27.50/hr
c. Payment Request. Consultant shall submit a request for payment for services on a monthly basis by letter to Director, or said Director's designated representative. Such DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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request for payment shall cover the preceding monthly period during the term hereof, shall note the City's purchase order number for this contract, shall contain a detailed listing of the total number of items or tasks or hours for which payment is requested, the individual dates on which such services were rendered, and invoices for reimbursable expenses, if any. Upon receipt in the Office of Director of said payment request, Director shall cause payment to be initiated to Consultant for appropriate compensation.

DocuSign Envelope ID: 865406F8-505F-4570-A6D7-3C5FBAC947D9

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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$

PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS

NON-OWNED

OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTHSTATUTEPER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY)

POLICY EFF

LTR TYPE OF INSURANCE POLICY NUMBER
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR

CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $

DAMAGE TO RENTED
PREMISES (Ea occurrence) $

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
Watsonville CA 95076 Ste 400 275 Main St
City of Watsonville/ Attn: City Clerk
See ACORD 101
General Aggregate 2,000,000 Each Occurrence 2,000,000 p101.082.873.2 04/22/2023 04/22/2024 Professional Liability
A
1,000,000 1,000,000 1,000,000 ✘
C Y 9160962-23 06/16/2023 06/16/2024 1,000,000 606766914 10/18/2023 10/18/2024 ✘ ✘
✘
B
Included 4,000,000 2,000,000 5,000 100,000 2,000,000 Y Y p100.331.218.4 06/15/2023 06/15/2024 ✘ ✘
✘
A
STATE COMPENSATION INS FUND 35076 FARMERS INS EXCH 21652 HISCOX INS CO INC 10200 Santa Cruz CA 95060 113 Cooper St Environmental Innovations [email protected] (831) 464-1870 Jerry Seagreaves Soquel CA 95073 Ste 6 2425 Porter St Seagreaves Insurance Services 11/9/2023

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EFFECTIVE DATE:

NAMED INSURED

POLICY NUMBER

CARRIER NAIC CODE
AGENCY
LOC #:

AGENCY CUSTOMER ID:

ADDITIONAL REMARKS SCHEDULE Page of

ADDITIONAL REMARKS
FORM NUMBER: FORM TITLE:

The ACORD name and logo are registered marks of ACORD
ACORD 101 (2008/01)
RE: On-call service agreement for traffic engineering services. City of Watsonville, its appointed and elected officials, and its employees are additional insured on Commercial General Liability and Auto Liability as required by written contract. Waiver of Subrogation and Primary and Non-Contributory Provision included on Commercial General Liability and Auto Liability policy, as required by written contract. Workers Compensation Waiver of Subrogation applies. 25 Certificate Of Liability Insurance Environmental Innovations HISCOX INS CO INC 10200, 21652, 35076, 10200 p100.331.218.4, 606766914, 9160962-23, p101.082.873.2 Seagreaves Insurance Services 1 1

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12/6/2023 7:02:41 PM12/6/2023 3:57:40 PM
C:\Program Files\eSCRIBE\TEMP\1923144014\1923144014,,,PROFESSIONAL SERVICES CONTRACT WITH NHA ADVISORS FOR MUNICIPAL FINANCIAL ADVISORY SERVICES.docxhttps://cityofwatsonville.escribemeetings.com/Reports/PROFESSIONAL SERVICES CONTRACT WITH NHA ADVISORS FOR MUNICIPAL FINANCIAL ADVISORY SERVICES.docx Agenda Report
MEETING DATE: Tuesday, December 12, 2023
TO: City Council
FROM: ADMINISTRATIVE SERVICES DIRECTOR DURAN
THROUGH: CITY MANAGER MENDEZ
SUBJECT: PROFESSIONAL SERVICES CONTRACT WITH NHA ADVISORS

FOR MUNICIPAL FINANCIAL ADVISORY SERVICES
RECOMMENDED ACTION:

It is recommended that the City Council approve a Resolution awarding a contract to NHA Advisors for municipal advisory services in an amount not to exceed $100,000 and authorizing the City Manager to execute the contract.

BACKGROUND:

On July 31, 2023, the City of Watsonville released a request for proposals seeking qualified firms to provide objective, independent municipal advisory services to the city.

The City is looking for investment opportunities for improving parks, streets and City facilities. With the existing resources, a favorable debt position, sound budget, and a new General Purpose ½ cent Transaction and Use Tax passed by voters November 2022, the City has capacity to invest prudently into its future. The City received eight proposals.

NHA’s proposal was chosen due to its capacity to assist the City with its needs.

DISCUSSION:

The primary objective is to review the City’s long-range financing needs, particularly with respect to its capital improvement program and develop alternative strategies for meeting those needs. Our aim is to be able to have alternative strategies for managing the City’s current or future debt, ensuring optimal value for our taxpayers. The firm will examine and interpret legislation to identify economic or financial opportunities and potential impact on the City. The firm may also help in facilitating with the issuance of debt.

STRATEGIC PLAN:
04-Fiscal Health – Approving this contract will ensure the City can issue debt to meet its financial goals.

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The contract cost has been set to not exceed $100,000. The funds have been appropriated in the Measure R spending brought before this Council in August 2023.

ALTERNATIVE ACTION:

The City Council has the option to reject the contract.

ATTACHMENTS AND/OR REFERENCES (If any):

None.

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Reso No. (CM)
Meeting Date: 121223 SWZ ______ RM ______ Finance ______ 1 RESOLUTION NO.__________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WATSONVILLE AWARDING PROFESSIONAL SERVICES CONTRACT
TO NHA ADVISORS, LLC. FOR MUNICIPAL FINANCIAL ADVISORY
SERVICES IN AN AMOUNT NOT TO EXCEED $100,000; AND

AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE
SAME
WHEREAS, § 3-5.500 of the Municipal code provides that an RFP or RFQ process is found to be an effective and efficient way to procure professional services and procurement of professional services shall be based on proposals solicited from capable professionals and be evaluated based on a combination of factors including education, training, experience and demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required; and WHEREAS, § 3-5.540 of the Municipal Code provides that contracts for professional services estimated to cost more than One Hundred Thousand and no/100ths ($100,000.00) Dollars must be awarded by the Council, and that the selection will be based on demonstrated competence and on the education, training and experience and professional qualifications necessary for the satisfactory performance of the services required; and
WHEREAS, a Request for Qualifications (RFQ) was issued on July 31, 2023, asking for qualified consultants to assist the City with Municipal Finance Advisory Services; and
WHEREAS, the deadline for submittal of Request for Statement of Qualifications was September 1, 2023; and
WHEREAS, a total of eight firms submitted qualification statements; these statements were reviewed by City staff and a list was developed; and

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Reso No. (CM)
Meeting Date: 121223 2
WHEREAS, the City Manager has recommended that the proposal from NHA Advisors, LLC., in an amount not to exceed $100,000 be accepted as the best response.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. This action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(5), in that adopting a Resolution awarding contract to NHA Consultants for Municipal Financial Advisory Services does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

2. The Council awards a contract to NHA Advisors, LLC., for Municipal Financial Advisory Services, for an amount not to exceed $100,000.

3. That the Contract for Consultant Services between the City of Watsonville and NHA Consultants, a copy of which is attached hereto and incorporated herein by this reference, is hereby approved.

4. Consultant shall file FPPC form 700s and 805s pursuant to section 19 of the Contract.

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Consultant Contract Architects or Engineers w/employees Page 1 of 15

CONTRACT FOR CONSULTANT SERVICES BETWEEN

THE CITY OF WATSONVILLE AND NHA ADVISORS
THIS CONTRACT, is made and entered into this December 12, 2023, by and between the City of Watsonville, a municipal corporation, hereinafter called “City,” and NHA Advisors, LLC, hereinafter called "Consultant."

THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION 1. SCOPE OF SERVICES. Consultant shall perform those services as specified in detail in Exhibit "A," entitled "SCOPE OF SERVICES" which is attached hereto and incorporated herein.

SECTION 2. TERM OF CONTRACT. The term of this Contract shall be from November 12, 2023, to June 30, 2027, inclusive.

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Consultant Contract Architects or Engineers w/employees Page 2 of 15 benefits or other benefits which accrue to City's employees, and Consultant hereby expressly waives any claim it may have to any such rights.

SECTION 8. INDEMNIFICATION.

To the full extent permitted by law (subject to the limitations of Civil Code section 2782.8 for any “design professional services” performed under this Contract), Consultant will indemnify, hold harmless, release and defend the City (including its officers, elected or appointed officials, employees, volunteers or agents) from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses or costs, including legal costs and attorney’s fees)(collectively “Liability”) of any nature, to the extent arising out of, pertaining to, or relating to Consultant’s negligence, recklessness, or willful misconduct in the performance of this Contract. In no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault. Consultant’s indemnification obligations under this Contract are not limited by any limitations of any insurance held by Consultant, including, but not limited to, workers compensation insurance.

SECTION 9. INSURANCE.

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Consultant Contract Architects or Engineers w/employees Page 3 of 15 (2) Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $500,000.00 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles.

Consultant shall not perform any work under this Contract until Consultant has obtained the required insurance and until the required certificates have been submitted to the City and approved by the City Attorney. If Consultant fails or refuses to produce or maintain the insurance required by these provisions or fails or refuses to furnish City required proof that insurance has been procured and is in force and paid for, City shall have the right at City's election to forthwith terminate this Contract immediately without any financial or contractual obligation to the City. As a result of such termination, the City reserves the right to employ another consultant to complete the project.

SECTION 11. TERMINATION.

A. City and Consultant shall have the right to terminate this Contract, without cause, by giving not less than ten (10) days written notice of termination.

C. The City Manager is empowered to terminate this Contract on behalf of City.

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Consultant Contract Architects or Engineers w/employees Page 4 of 15 SECTION 12. COMPLIANCE WITH LAWS. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments. Consultant shall obtain and maintain a City of Watsonville business license during the term of this Contract.

SECTION 14. PRIOR CONTRACTS AND AMENDMENTS. This Contract represents the entire understanding of the parties as to those matters contained herein.

No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Contract may only be modified by a written amendment.

SECTION 16. OWNERSHIP OF MATERIALS. All reports, documents or other materials developed or received by Consultant, or any other person engaged directly by Consultant to perform the services required hereunder shall be and remain the property of City without restriction or limitation upon their use.

SECTION 19. CONFLICT OF INTEREST.

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Consultant Contract Architects or Engineers w/employees Page 5 of 15 B. No member, officer, or employee of the City, during their tenure, or for one (1) year thereafter, shall have any interest, direct or indirect, in this Contract or the proceeds thereof and Consultant agrees not to allow, permit, grant, transfer, or otherwise do anything which will result in such member, officer, or employee of the City from having such interest.

SECTION 21. NOTICES. All notices shall be personally served or mailed, postage prepaid, to the following addresses, or to such other address as may be designated by written notice by the parties:

CITY
City Clerk’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
(831) 768-3040

CONSULTANT
NHA Advisors, LLC
4040 Civic Center Drive, Suite 200
San Rafael, CA 94903
(415) 785-2025
SECTION 22. EXHIBITS:

Exhibit A: Scope of Services
Exhibit B: Schedule of Performance
Exhibit C: Compensation
Exhibit D: Consultant Disclosure
///
///
///
///

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Consultant Contract Architects or Engineers w/employees Page 6 of 15 WITNESS THE EXECUTION HEREOF, on the day and year first hereinabove written.

CITY

CITY OF WATSONVILLE
BY ______________________________
Rene Mendez, City Manager

ATTEST:

BY ______________________________
Irwin I. Ortiz, City Clerk
APPROVED AS TO FORM:

BY ______________________________
Samantha W. Zutler, City Attorney

CONSULTANT

NHA ADVISORS, LLC
BY_________________________________
Eric J. Scriven, Principal

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Consultant Contract Architects or Engineers w/employees Page 7 of 15 EXHIBIT "A"

SCOPE OF SERVICES
The scope of work will generally include, but will not be limited to, the following services:

The Firm also may be called upon to assist with the issuance of debt, including for guaranteed energy savings projects/contracts. Assistance may include, but may not be limited to:
 review and analysis of complex business plans and financial proposals, including those for refunding opportunities, made to the City.
 selling bonds or obtaining other debt financing by performing tasks such as:
o advising on the essential features of the bond or other financing structure. o providing market analysis and information to determine the best method of sale or course of action for the City.
o assisting with or preparing requests for proposals as appropriate for other professional services needed to carry out the financing. o participating in the preparation of offering or other documents needed for the financing.
o preparing or coordinating the preparation of material for such purposes as rating agency and credit enhancement review processes.
o coordinating the bidding for bonds in a competitive sale. o negotiating bond terms in a negotiated sale.
o working with the finance team to facilitate an effective bond sale or other closing and delivery of proceeds.
o providing post-sale advice on proceeds investments (as needed).  preparation and submittal of continuing disclosure reports annually, or as otherwise required by the City’s current or future bond covenants, to the Electronic Municipal Market Access, a service of the MSRB.
 General Financial Assistance
 Work with CITY staff to review and provide advice on operational budgets  Develop financial models for funding capital needs
 Assist in appropriate disclosure for annual financial reporting  Assist in appropriate continuing disclosure for outstanding obligations requiring annual filing
 Review and respond to general questions related to public finance  Assist staff with reports or information items related to financing strategies or opportunities

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Consultant Contract Architects or Engineers w/employees Page 8 of 15  Respond to general inquiries from staff
 Development Finance
 Review proposed development plans for public infrastructure requirement or other possible financeable components
 Develop initial funding model and tax impact of potential bond financing  Work with CITY staff and property owner to understand financial impact of project scoping on future property tax collections
 Develop non-capital (services) funding vehicle if requested by the CITY  Work with CITY staff, consultants and property owner to develop funding agreement  Utility Financing
 Review CITY’s existing bond obligations
 Develop financial model addressing coverage requirements and future parity capacity  Calculate feasibility of refinancing any outstanding obligations  Develop financing options
 General Fund Financing
 Review the CITY’s existing general fund obligations
 Calculate feasibility of refinancing any outstanding obligations  Develop financing options
 Budget and cash flow review and analysis
 Presentation to CITY Council, Staff or Other Stakeholders (as requested)  Develop presentation materials or memos detailing financing information  Present information in any format as determined by CITY staff

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Consultant Contract Architects or Engineers w/employees Page 9 of 15 EXHIBIT “B”

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Consultant Contract Architects or Engineers w/employees Page 10 of 15 EXHIBIT “C”

COMPENSATION
a. Total Compensation. The total obligation of City under this Contract shall not exceed $100,000 per fiscal year of the contract term, without further approval from the City Council.
b. Basis for Payment. Payment(s) to consultant for services performed under this Contract shall be made as follows and shall include payment for reimbursable expenses pre-approved by the City.
c. Payment Request. Consultant shall submit a request for payment for services on a monthly basis by letter to Finance Director. Such request for payment shall cover the preceding monthly period during the term hereof, shall note the City’s purchase order number for this Contract, shall contain a detailed listing of the total number of items or tasks or hours for which payment is requested, the individual dates on which such services were rendered, and invoices for reimbursable expenses, if any. Upon receipt in the Office of Director of said payment request, Director shall cause payment to be initiated to Consultant for appropriate compensation.
d.

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Consultant Contract Architects or Engineers w/employees Page 11 of 15 Consultant Rate Schedule

Expenses (Out-of-Pocket)
All expenses will be billed directly at cost to the city. Expenses will be limited to those necessary for the completion of the project and with pre-approval from the City.

Staff
Allocation
Hourly
Rate
Principal $350
Director / Senior Vice President $325
Vice President $300
Assist. Vice President / Sr. Associate $275
Associate $250
Senior Analyst $225
Analyst $200
Administrative $100

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Consultant Contract Architects or Engineers w/employees Page 12 of 15

EXHIBIT D

MUNICIPAL ADVISOR DISCLOSURES
Fiduciary Duty
NHA Advisors, LLC (“NHA Advisors”) is registered as a Municipal Advisor with the U. S. Securities and Exchange Commission (“SEC”) and Municipal Securities Rulemaking Board (“MSRB”). As such, NHA Advisors has a fiduciary duty to the City and must provide both a Duty of Care and a Duty of Loyalty that entail the following.

Duty of Care:
a) exercise due care in performing its municipal advisory activities; b) possess the degree of knowledge and expertise needed to provide the City with informed advice;
c) make a reasonable inquiry as to the facts that are relevant to the City’s determination as to whether to proceed with a course of action or that form the basis for any advice provided to the City; and
d) undertake a reasonable investigation to determine that NHA Advisors is not forming any recommendation on materially inaccurate or incomplete information; NHA Advisors must have a reasonable basis for:
i. any advice provided to or on behalf of the City;
ii. any representations made in a certificate that it signs that will be reasonably foreseeably relied upon by the City, any other party involved in the municipal securities transaction or municipal financial product, or investors in the City securities; and iii. any information provided to the City or other parties involved in the municipal securities transaction in connection with the preparation of an official statement.

Duty of Loyalty:

NHA Advisors must deal honestly and with the utmost good faith with the City and act in the City’s best interests without regard to the financial or other interests of NHA Advisors. NHA Advisors will eliminate or provide full and fair disclosure (included herein) to the City about each material conflict of interest (as applicable). NHA Advisors will not engage in municipal advisory activities with the City as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in the City’s best interest.

Conflicts of Interest and Other Matters Requiring Disclosures As of the commencement date of the Project, there are no actual or potential material conflicts of interest, other than those potential conflicts noted below, that NHA Advisors is aware of that might impair its ability to render unbiased and competent advice or to fulfill its fiduciary duty. If NHA Advisors becomes aware of any material potential conflict of interest that arises after this disclosure, NHA Advisors will disclose the detailed information in writing to the City in a timely manner.

Pursuant to MSRB Rule G-42, on Duties of Non-Solicitor Municipal Advisors, Municipal Advisors are required to make certain written disclosures to clients which include, amongst other things, Conflicts of Interest and any Legal or Disciplinary events of NHA Advisors and its associated persons.

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Consultant Contract Architects or Engineers w/employees Page 13 of 15 The following are potential conflicts of interest to be considered.  NHA Advisors represents that in connection with the issuance of municipal securities, NHA Advisors may receive compensation from the City for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, NHA Advisors hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest regarding NHA Advisors’ ability to provide unbiased advice to enter into such transaction. The contingent fee arrangement creates an incentive for NHA Advisors to recommend unnecessary financings or financings that are disadvantageous to the City, or to advise the City to increase the size of the issue. This potential conflict of interest will not impair NHA Advisors’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the City.
 NHA Advisors’ fees under this potential agreement may be based on hourly fees of NHA Advisors’ personnel, with the aggregate amount equaling the number of hours worked by such personnel times an agreed-upon hourly billing rate. This form of compensation presents a potential conflict of interest because it could create an incentive for NHA Advisors to recommend alternatives that would result in more hours worked. This conflict of interest will not impair NHA Advisors’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the City.
 NHA Advisors’ fees under this potential agreement may be a fixed amount established at the outset of this potential agreement. The amount is usually based upon an analysis by the City and NHA Advisors of, among other things, the expected duration and complexity of the transaction and the scope of services to be performed by NHA Advisors. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, NHA Advisors may suffer a loss. Thus, NHA Advisors may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest will not impair NHA Advisors’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the City.  The fee paid to NHA Advisors increases the cost of investment to the City. The increased cost occurs from compensating NHA Advisors for municipal advisory services provided.  NHA Advisors serves a wide variety of other clients that may, from time to time, have interests that could have a direct or indirect impact on the interests of another NHA Advisors client. For example, NHA Advisors serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to the City. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, NHA Advisors could potentially face a conflict of interest arising from these competing client interests. NHA Advisors fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with the City.
 Gerald Craig Hill, the Managing Principal of NHA Advisors is currently serving as an outside director for the HdL Companies based in Diamond Bar, CA. HdL Companies is a software and professional services consulting company providing revenue data and collections information to local governments, potentially including NHA Advisors’ clients. HdL Companies have affiliates including, but not limited to, HdL Coren & Cone. From time to time, NHA Advisors utilizes the services of HdL Coren & Cone for its clients. NHA Advisors is mindful of this conflict of interest and fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith when this situation arises.

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Consultant Contract Architects or Engineers w/employees Page 14 of 15 • NHA Advisors does not have any affiliate that provides any advice, service, or product to or on behalf of the City that is directly or indirectly related to the municipal advisory activities to be performed by NHA Advisors.
• NHA Advisors has not made any payments directly or indirectly to obtain or retain NHA Advisors’ municipal advisory business.
• NHA Advisors has not received any payments from third parties to enlist NHA Advisors’ recommendation to the City of its services, any municipal securities transaction, or any municipal finance product.
• NHA Advisors has not engaged in any fee-splitting arrangements involving NHA Advisors and any provider of investments or services to the City. • NHA Advisors does not have any legal or disciplinary event that is material to the City’s evaluation of the municipal advisory or the integrity of its management or advisory personnel. • NHA Advisors does not act as principal in any of the transaction(s) related to this potential agreement.

Legal Events and Disciplinary History
NHA Advisors does not have any legal events and disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The City may electronically access NHA Advisors’ most recent Form MA and each most recent Form MA-I filed with the Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC.

Recommendations
If NHA Advisors makes a recommendation of a municipal securities transaction or municipal financial product or if the review of a recommendation of another party is requested in writing by the City and is within the scope of the engagement, NHA Advisors will determine, based on the information obtained through reasonable diligence of NHA Advisors whether a municipal securities transaction or municipal financial product is suitable for the City. In addition, NHA Advisors will inform the City of:
 the evaluation of the material risks, potential benefits, structure, and other characteristics of the recommendation;
 the basis upon which NHA Advisors reasonably believes that the recommended municipal securities transaction or municipal financial product is, or is not, suitable for the City; and  whether NHA Advisors has investigated or considered other reasonably feasible alternatives to the recommendation that might also or alternatively serve the City objectives.

If the City elects a course of action that is independent of or contrary to the advice provided by NHA Advisors, NHA Advisors is not required on that basis to disengage from the City.

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Consultant Contract Architects or Engineers w/employees Page 15 of 15 Municipal Securities Rulemaking Board Rule G-10 Disclosure Pursuant to MSRB Rule G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following:
 NHA Advisors is currently registered as a Municipal Advisor with the SEC and MSRB.  Within the MSRB website at www.msrb.org, the City may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.

Record Retention
Effective July 1, 2014, pursuant to the SEC record retention regulations, NHA Advisors is required to maintain, in writing, all communication and created documents between NHA Advisors and the City for five (5) years.

If there are any questions regarding the above, please do not hesitate to contact NHA Advisors.

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12/7/2023 12:05:12 PM
C:\Program Files\eSCRIBE\TEMP\125931022\125931022,,,Report - Lease MidPen Housing.docx Agenda Report
MEETING DATE: Tuesday, December 12, 2023
TO: City Council
FROM: ASSISTANT CITY MANAGER VIDES
SR. ADMINISTRATIVE ANALYST ZAVALA
THROUGH: CITY MANAGER MENDEZ
SUBJECT: LEASE BETWEEN THE CITY OF WATSONVILLE AND MIDPEN HOUSING CORPORATION FOR PREMISES LOCATED AT 275
MAIN STREET, SUITE 204
RECOMMENDED ACTION:

It is recommended that the City Council adopt a resolution authorizing the City Manager to execute a Lease, and any amendments of a non-substantive nature subject to legal approval, with MidPen Housing Corporation for the office space located at 275 Main Street, Suite 204, in the Civic Plaza.

BACKGROUND:

MidPen Housing Corporation has an active good standing lease with the City for the space located at 275 Main Street., Suite 204, in the Civic Plaza. Their current lease has been active since May 2012 and it’s said to expire 09/30/2023. MidPen Housing would like to continue leasing the space.

DISCUSSION:

The Civic Plaza Building was designed and constructed as condominium units because the City planned to lease some of the condominium spaces within the building to help offset the cost of construction. Currently, all but one of the units remains available.

This lease is for Unit 204, comprising about 1,646 square feet of office space and 247 square feet of Tenant’s share of commonly maintained space. No tenant improvements are necessary. MidPen’s current base rent is $3,383.90, adjusted for inflation to $3,499.38 as of 10/2023, serving as their new lease base rent if approved. Additionally, MidPen Housing will continue paying $473.25 for their share of common area expenses.

The key terms of the proposed Lease are as follows:

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C:\Program Files\eSCRIBE\TEMP\125931022\125931022,,,Report - Lease MidPen Housing.docx

1. Term: One five-year term, with one option to extend for one additional five-year term.

2. Rent: $3,499.38 per month, plus Lessee’s share of Common Area Expenses of $473.25 each month.

3. Rent will be adjusted annually beginning the second year of the term. Our area’s Consumer Price Index (CPI) will serve as the basis for the annual adjustment, not to exceed 3%

4. A security deposit in the amount of $5,679.00 will be transferred from the existing lease and maintained as security deposit.

STRATEGIC PLAN:
1 - Economic Development - This action is consistent with the City’s goal of improving economic development by retaining businesses in the downtown area FINANCIAL IMPACT:

The City’s General Fund will receive rent revenue in the amount of $41,992.56 the first year of the term, increasing as per the CPI on an annual basis.

ALTERNATIVE ACTION:

Council can elect to decline the lease offer.

ATTACHMENTS AND/OR REFERENCES (If any):

None.

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RESOLUTION NO. ___________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WATSONVILLE APPROVING A FIVE-YEAR COMMERCIAL PROPERTY
LEASE WITH ONE (1) FIVE YEAR OPTION TERM BETWEEN THE CITY

OF WATSONVILLE AND MIDPEN HOUSING, A CORPORATION, FOR
275 MAIN STREET SUITE 204, WATSONVILLE, CALIFORNIA, AND

AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE

SAME AND ANY AMENDMENTS THERETO OF A NON-SUBSTANTIVE

NATURE SUBJECT TO LEGAL APPROVAL

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. Adopting a Resolution approving a five-year commercial property lease with MidPen Housing does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

2. That the five-year Lease between the City of Watsonville and MidPen Housing, a corporation, for 275 Main Street suite 204, Watsonville, California, a copy of which Lease is attached hereto and incorporated herein by this reference, is fair ad equitable and is hereby approved.

3. That the City Manager be and is hereby authorized and directed to execute said Lease for the original term, and if properly exercised, the one (1) five-year option term, and any amendments thereto of a non-substantive nature subject to approval by the City Manager and City Attorney.
******************************************

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Lease Agreement/MidPen Housing, Inc. Page 1 of 28
Rev.: 10-20-2023

COMMERCIAL PROPERTY LEASE AGREEMENT

BY AND BETWEEN

CITY OF WATSONVILLE, CALIFORNIA
AND

MIDPEN HOUSING CORPORATION
This lease agreement (“Lease”) is dated _____________________ and is by and between the City of Watsonville, California, a chartered California municipal corporation (“City”) and MidPen Housing, a corporation (“Lessee”). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Lease.” The City Manager serves as Contract Administrator for this Lease on behalf of the City Council.

RECITALS:

A. City owns the property at 275 Main Street Suite 204, Watsonville, California consisting of 1,893 square feet (1,646 square feet of useable space within the Premises and 247 square feet of Tenant’s share of commonly maintained space) of office space.

B. City wishes to lease the Property to Lessee.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, stipulated and agreed, Lessee and City mutually agree as follows:

AGREEMENTS:

LEASE PROVISIONS

1. PREMISES; BUILDING AND PROJECT.

1.1 General. City hereby leases to Lessee, and Lessee hires from City, certain real property located in the City of Watsonville, County of Santa Cruz, State of California, commonly known as Suite 204 consisting of approximately 1,646 square feet (the “Premises”) within the property commonly referred to as the Civic Plaza (the “Building”), located on an approximately 1.25 acre parcel (collectively, including the Building, the “Project”), all as more particularly described or identified in Exhibit A attached hereto and incorporated herein by reference. The Premises excludes, and Lessee is the sole owner of, the items identified on the Inventory of Fixtures set forth in Exhibit B attached hereto and incorporated herein by reference.

1.2 Pro Rata Share. Lessee’s pro rata share (“Pro Rata Share”) which as of the Commencement Date equates to $473.25 per month, is the amount agreed upon by the parties to be Lessee’s share of the Common Area Expenses. These expenses may be reassessed and updated by the Lessee from time to time.

DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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Rev.: 10-20-2023

2. TERM; COMMENCEMENT DATE.

2.1 Lease Term. The term of this Lease shall be for Five (5) years (the “Initial Term”), commencing at 12:01am on October 1, 2023 (“Commencement Date”) and ending on September 30, 2028. Lessee shall, at the expiration of the term of this lease, or upon its earlier termination, surrender the Premises in as good condition as it is now at the date of this lease, reasonable wear and tear excepted. City shall have the right, upon the termination of the term or upon a breach, to enter the Premises and take possession of it.

2.2 Option to Extend Lease Term. Lessee is granted the option to extend the term of this Lease (the “Renewal Option”) upon and subject to all of the provisions contained herein, except for Base Rent and the Renewal Option, for One (1) five (5) year period (the “Extended Term”) following expiration of the Initial Term. The Renewal Option may be exercised only by giving notice of exercise of the Renewal Option (“Option Notice”) to City at least six (6) months before the expiration of the Initial Term. If Lessee is in default beyond the period of notice and opportunity to cure provided in Section 16.1 of this Lease on the date of giving the Option Notice, the Option Notice will be totally ineffective. If Tenant is in default beyond the period of notice and opportunity to cure provided in Section 16.1 of this Lease on the date the Extended Term is to commence, the Extended Term will not commence, and this Lease will expire at the end of the Initial Term as it may have previously been extended.

3. RENT.

3.1 Base Rent. Lessee shall pay base rent (“Base Rent”) in the amount of $3,499.38 per month. All rent, including Base Rent, shall be paid in lawful money of the United States of America without deduction or offset. Base Rent shall be payable on the first day of each and every month commencing on the Commencement Date, at a place (or places) as may be designated in writing from time to time by City.

3.1.1 Late Charge. Lessee acknowledges late payment by Lessee to City of rent will cause City to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing, accounting and late charges that may be imposed on City. Therefore, if City does not receive any installment of rent due from Lessee within ten (10) days after the date such rent is due, Lessee shall pay to City an additional sum of ten percent (10%) of the overdue rent as a late charge. The parties agree this late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee’s default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City.

3.1.2 Rent. The term “Rent” as used in this Lease shall mean Base Rent and any other amounts owing from Lessee to the City pursuant to this Lease.

3.2 Extended Term Base Rent. Base Rent of the Premises payable during the Extended Term as of the Extended Term commencement date shall be equal to the Market Rate (as hereinafter defined) adjusted annually, beginning the second year of the Extended Term, using as the basis for calculating the adjustment, the rate of April to April change in the DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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Lease Agreement/MidPen Housing, Inc. Page 3 of 28
Rev.: 10-20-2023
Consumer Price Index (CPI) for All Urban Consumers San Francisco-Oakland-Hayward Metropolitan Area, not to exceed three percent (3%) per year. City shall, in response to and within thirty (30) days of City's receipt of Lessee's notice of its intent to exercise the Option, give Lessee written notice of the applicable Market Rate, as reasonably determined in good faith by City.

3.2.1 The term “Market Rate” shall mean, the then prevailing annual rental rate per square foot of rentable area for space in comparable buildings in the City of Watsonville which has been built out for occupancy, comparable in area and location and quality to the space for which such rental rate is being determined (to the extent that quoted rental rates in the building, as applicable, vary with regard to location), being leased for a duration comparable to the Extended Term for terms commencing on or about the Extended Term commencement date for non-sublease, non-encumbered, non-equity space. The determination of the Market Rate shall take into consideration rental concessions and abatements, the “as is” condition of the Premises, operating expenses and tax expenses, other adjustments to base rental and other comparable factors. Notwithstanding anything to the contrary contained herein, in no event shall the Market Rent as determined hereunder be less than the Base Rent owing immediately prior to the commencement of the Extended Term.

3.2.2 Not later than sixty (60) days after City's notice to Lessee of the Market Rate, Lessee shall give notice to City of Lessee's election to: (i) accept City's determination of Market Rate; or (ii) to have the Market Rate determined by the “arbitration” procedure set forth in subsection 3.2.3 below. If Lessee fails to notify City within said sixty (60) day period of Lessee's election, Lessee shall be deemed to have accepted City's determination of the then Market Rate and to have waived its rights to an “arbitration” thereof. Lessee's notice under either subsection (i) or (ii) above shall be deemed Lessee's exercise of the Option.

3.2.3 If Lessee has timely elected to have an “arbitration” of the amount(s) and component(s) of the then Market Rate, then the following shall be utilized to make and implement such election: Upon the valid exercise of Lessee's election to have an “arbitration” of the then Market Rate, then not later than ten (10) days after Lessee's notice to have such an “arbitration” of the then Market Rate, City and Lessee shall each designate, by written notice give to the other party setting forth the designated person's address, a qualified appraiser who shall have had at least ten years’ experience relevant to the commercial retail space in the Watsonville market area (the “Arbitrators”). It is expected that the Arbitrators will familiarize themselves with this Lease, the exhibits and riders hereto and such other documents as are deemed relevant by the Arbitrators or either or both of them. Each of the Arbitrators shall submit to City and Lessee, within sixty (60) days after his or her appointment, his or her written determination of the then Market Rate with respect to the Premises. If the lower of said two determinations is not less than ninety-five percent (95%) of the other determination, then the average of the two determinations shall be deemed to be the then Market Rate and conclusive and binding as between the parties. If such not be the case, then the Arbitrators shall mutually select a third qualified and impartial Appraiser who shall also have had at least ten years' experience relevant to the commercial retail space in the Watsonville market area (the “Third Arbitrator”). The Third Arbitrator shall, within sixty (60) days of his appointment, deliver his written determination to City and Lessee of which of the Arbitrator's Market Rate determinations is most accurate, and that determination shall be the deemed Market Rate which shall be DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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Rev.: 10-20-2023
conclusive and binding as between the parties. Each party shall be responsible for all fees and costs incurred in the determination of Market Rate by their own Arbitrator, and the parties shall share equally the fees and costs incurred in the determination of Market Rate by the Third Arbitrator. If Lessee becomes obligated to pay Rent with respect to the Extended Term prior to when the applicable Market Rate has been determined in accordance with the foregoing, Lessee shall commence paying Rent utilizing City's determination of the then Market Rate. Following determination of the applicable Market Rate in accordance with the foregoing, City and Lessee shall, by a cash payment within thirty (30) days of the date of such determination, adjust between themselves the difference, if any, between the Rent paid by Lessee pursuant to the foregoing sentence and the Rent actually owed by Lessee pursuant to the terms of this Lease for that time period.

4. SECURITY DEPOSIT.

Lessee has tendered to City an amount of Five Thousand Six Hundred Seventy-Nine Dollars ($5,679) as a security deposit. City may use these funds as are reasonably necessary to remedy any Lessee breach(s) or default(s) under this Lease, including without limitation in the payment of rent, to repair damages caused by Lessee, or expenses incurred to clean the Premises upon termination of tenancy. If any portion of the security deposit is used towards rent or damages at City’s sole discretion, Lessee agrees to reinstate said total security deposit upon receipt of five (5) days written notice. Any remaining balance of the security deposit shall be returned by City to Lessee at such time after termination of this Lease that all of Lessee’s obligations under this Lease have been fulfilled, reduced by such amounts as may be required by City to remedy defaults on the part of Lessee in the payment of Rent or other obligations of Lessee under this Lease, to repair damage to the Premises, Building, or Project caused by Lessee and to clean the Premises. City may use and co-mingle the security deposit with other funds of City. Lessee hereby waives the provisions of the California Civil Code section 1950.7, and all other provisions of any laws, now or hereinafter in force, which restricts the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord (or its successors) any obligation with respect to the handling or return of security deposits.

5. DUTIES OF LESSEE.

5.1 Lessee shall not use the image of the Premises or Project, the name of City or any other identifying sign or symbol associated with the Premises or Project or City to undertake any action or representation than those specifically assigned to Lessee as a duty under this Lease.

5.2 Lessee shall protect and maintain the Premises. Lessee shall assume the responsibility for the guarding and safekeeping of all personal property located at the Premises.

5.3 Lessee shall not make any interior renovation or remodeling or make any major changes to the Premises or remove any objects, which are not the property of Lessee without the prior written consent of the City Manager or her designee.

6. USE OF PREMISES/COMMON AREAS.

DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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Lease Agreement/MidPen Housing, Inc. Page 5 of 28
Rev.: 10-20-2023

6.1 Permitted Uses. Lessee shall use the Premises solely as an office space and for no other purpose. Without limiting the foregoing, Lessee agrees not to use or permit use of the Premises for any unlawful purpose, and not to commit or permit any waste or nuisance in or about the Premises. Lessee will not use Premises in a manner that increases the risk of fire, cost of fire insurance or improvements thereon. No unreasonable sign or placard shall be painted, inscribed or placed in or on or about the Premises or Project; and no tree or shrub thereon (if any) shall be destroyed or removed or other waste committed of said Premises or Project. No bicycles, motorcycles, automobiles or other mechanical means of transportation shall be placed anywhere on the Premises or Project except for areas (if any) identified by the City from time to time. No repair, storage, overhaul or modification of any motor vehicle shall take place on or about the Premises or Project. Lessee, at his/her expense, shall keep the Premises in as good condition as it was at the beginning of the term hereof, reasonable wear and tear excepted.

6.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted hereunder. Lessee shall not (i) create, cause, maintain or permit any nuisance or waste in, on or about the Premises or permit or allow the Premises to be used for any unlawful or immoral purpose, and (ii) do or permit to be done anything in any manner which unreasonably disturbs the users of the Project or the occupants of neighboring property. Specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odors, noise, vibration, power emissions or other item to emanate from the Premises. No materials or articles of any nature shall be stored outside upon any portion of the Premises.

6.3 Condition, Use of Premises. At no cost to Lessee, City either has, or shall, supply, furnish, install, finish and deliver in warm vanilla shell, the Premises, in full compliance with all applicable laws (including, without limitation, the ADA), regulations and building codes applicable to new construction, disregarding variances and grandfathered/grandmothered rights, all at City’s sole cost and expense, and which shall comprise and is defined as the “Base Building”.

6.4 Use of Adjacent Parking Lot. Lessee and its customers shall have the right to use the unreserved, unassigned parking spaces located in the City parking lot. Tenant will pay all parking charges imposed by Landlord for parking in the adjacent parking lot at the rates generally charged by Landlord which may be updated from time to time.

6.5 Overloading. Lessee shall not do anything on the Premises that will cause damage to the Premises, the Building, or the Project. Lessee shall not suffer or allow the Premises to be used in any manner that will harm or impair the structural strength of the Building nor to suffer or allow to be installed or operated on the Premises, or the Building, any machinery or apparatus whose weight or vibration would harm or impair the structural strength of the Premises or the Building. Lessee shall not place a load upon the floor or roof of the Premises without the City’s prior written consent, which consent may be conditioned on moving by skilled licensed handlers, or which exceeds the load per square foot which such floor or roof was designed to carry. Business machines and mechanical equipment used by Lessee which cause vibration or noise that may be transmitted to the Building structure or to any leased space to such a degree as to be reasonably objectionable to the City or to any other tenants in the Building shall be placed and maintained by Lessee at its expense, in settings of cork, rubber, or spring-type vibration eliminators sufficient to eliminate such vibration or noise.

DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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Rev.: 10-20-2023

6.6 Common Areas.

6.6.1 The term “Common Areas” shall mean and refer to all areas within the exterior boundaries of the Project which are now or hereafter made available for general use, convenience, and benefit of the City and other persons entitled to occupy space in the Project, including, without limiting the generality of the foregoing, roofs, exterior walls, structural parts of the Building and structural floor, pipes and conduits, outside lighting fixtures (if any), automobile parking areas (if any), driveways, sidewalks, landscaped and planted areas, and HVAC and plumbing systems and similar common areas, facilities, and systems. Lessee and its employees and invitees are, except as otherwise specifically provided in this Lease, authorized, empowered, and privileged to use the Common Areas in common with other persons during the Term of this Lease. City agrees to maintain and operate, or cause to be maintained and operated (except as hereinafter provided with reference to cost of maintenance), the Common Areas at all times for the benefit and use of the customers and patrons of Lessee, and of other lessees, owners, and occupants of the Project.

6.6.2 City shall keep or cause the Common Areas to be kept in a neat, clean, and orderly condition, and shall repair any damage to the facilities thereof, but all Common Area Expenses shall be charged and prorated in the manner hereinafter set forth. “Common Area Expenses” shall include, but not be limited to, all sums expended in connection with the Common Areas for all general maintenance and repairs, resurfacing, painting, restriping, cleaning, sweeping and janitorial services; maintenance and repair of sidewalks, curbs, and Project signs; sprinkler systems, planting and landscaping (if any); lighting and other utilities; directional signs; maintenance and repair of any fire protection systems, lighting systems, storm drainage systems and other utility systems outside of the Premises; all maintenance and repair costs and expenses, except as to cost of replacement of the roof, exterior walls, structural parts of the Premises and structural floor, and pipes and conduits outside the leased Premises in the Project that furnish the leased Premises with various utilities (except to the extent that the same are the obligations of the appropriate utility company or are otherwise Lessee’s obligation pursuant to Section 7.1 or other provision of this Lease), incurred by the City pursuant to Section

7.2; personnel to implement such services; real and personal property taxes and assessments on the improvements and land comprising the Project; any governmental imposition or surcharge imposed upon the City or assessed against any portion of the Common Areas; all costs and expense pertaining to any security alarm system for the lessees in the Project (if any); depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); and adequate public liability and property damage insurance on the Common Areas. In addition, the Common Area Expenses shall include a management fee of ten percent (10%) of the total of all other Common Area Expenses, adjusted from time to time as provided herein. The City may cause any or all of those services to be provided by an independent contractor or contractors.

6.6.3 From and after the Commencement Date, and throughout the term hereof, Lessee shall pay to the City, on the first day of each calendar month, the amount which, as of the Commencement Date, equates to $473.25 per month, as the amount agreed upon by the parties to be Lessee’s share of the Common Area Expenses.

DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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Lease Agreement/MidPen Housing, Inc. Page 7 of 28
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6.6.4 Failure of Lessee to pay any of the charges as in this Section 6.6 required to be paid shall constitute a default under the terms hereof in like manner as failure to pay Base Rent when due.

6.6.5 The City shall at all times have the right and privilege of determining the nature and extent of the Common Areas, and of making such changes therein and thereto from time to time which in its sole discretion it deems to be desirable and in the best interest of all persons using the Common Areas, including without limitation the location and relocation of driveways, entrances, exits, automobile parking spaces (if any), installation of prohibited areas, landscaped areas, utilities, and all other facilities thereof.

6.6.6 Nothing contained herein shall be deemed to create any liability upon the City for any damage to motor vehicles of customers or employees or for loss of property from within such motor vehicles.

6.6.7 The City shall have the right to establish, and from time to time change, alter, and amend, and to enforce against Lessee and the other users of the Common Areas such reasonable rules and regulations (including the exclusion of employees’ parking therefrom) as the City in its sole discretion may deem necessary or advisable for the proper and efficient operation and maintenance of the Common Areas. The rules and regulations herein provided may include, without limitation, the hours during which the Common Areas shall be open for use. All as more particularly described or identified in Exhibit D attached hereto and incorporated herein by reference.

6.6.8 City shall retain the sole and absolute discretion in the modification of the Common Areas, which may include the rearrangement, increase or decrease of the areas, and the manner in which the areas are utilized. City shall also have the right at any time and from time to time during the term hereof to exclude and restrain any person from use or occupancy thereof, excepting, however, bona fide customers, patrons, and service suppliers of Lessee, and other tenants of the City who make use of the Common Areas fully in accordance with the rules and regulations established by the City from time to time with respect thereto. The rights of Lessee hereunder in and to the Common Areas shall at all times be subject to the rights of the City, the other tenants of the Project to use the same in common with Lessee, and it shall be the duty of Lessee to keep all of the Common Areas free and clear of any obstructions created or permitted by Lessee or resulting from Lessee’s operation and permit the use of the Common Areas only for normal parking, ingress and egress by said customers, patrons, and service suppliers to and from the Building. All as more particularly described or identified in Exhibit D attached hereto and incorporated herein by reference.

6.6.9 If in the sole discretion of the City unauthorized persons are using any of the Common Areas by reason of the presence of Lessee in the Premises, Lessee, upon demand of the City, shall enforce such rights against all such unauthorized persons by appropriate proceedings. Nothing herein shall affect the rights of the City at any time to remove any such unauthorized persons from said areas or to restrain the use of any of said areas by unauthorized persons.

7. MAINTENANCE AND REPAIRS.

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7.1 Lessee’s Obligations. Lessee agrees at all times during the term hereof, at its own expense, to repair, replace and maintain in good and tenantable condition the Premises and every part thereof (except that portion of the Premises to be maintained by the City as hereinafter provided) and including, without limitation, the utility meters, pipes and conduits, all fixtures, air conditioning equipment and heating equipment, if any, exclusively serving the Premises and other equipment therein, including any equipment installed by Lessee which is part of said system, the storefront or storefronts, all signs, locks and closing devices, and all window sash, casement or frames, door and door frames, floor coverings, including carpeting, terrazzo or other special flooring, and all such items of repair, maintenance, allocation and improvement or reconstruction as may at any time or from time to time be required by a governmental agency having jurisdiction thereof. Tenant will not place or suffer to be placed or maintained on any exterior door, roof, wall or window of the building within which the Leased Premises are located any sign, awning or canopy, or advertising matter or other thing of any kind, and will not place or maintain or permit, or suffer to be placed or maintained, any decoration, lettering or advertising matter on the glass of any window or door of the said building within which the Leased Premises are located without first obtaining Landlord's written approval. In no event shall any: (a) neon, flashing or moving sign(s), or (b) sign(s) which shall interfere with the visibility of any sign, awning, canopy, advertising matter, or decoration of any kind of any other business or occupant of the Civic Plaza of which the Leased Premises are a part, be permitted hereunder. Tenant further agrees to maintain any such sign, awning, canopy, decoration, lettering, advertising matter or other thing as may be approved in good condition and repair at all times. Lessee shall contract with a qualified service company for the monthly maintenance of the air conditioning equipment or heating, ventilating and air conditioning equipment, as the case may be, exclusively serving the Premises, with a copy of the service contract to be furnished to the City upon execution of this Lease and a copy of any subsequent contracts to be furnished from time to time during the term of this Lease provided that, at the City’s sole election, the City may so contract directly with a qualified service company, and Lessee shall promptly reimburse the City for the full cost of same.

Maintenance of all glass, both exterior and interior, is the sole responsibility of Lessee, and any glass broken shall be promptly replaced by Lessee with glass of the same kind, size and quality.

Upon surrender of the Premises, Lessee shall deliver the Premises to the City in good order, condition and state of repair, but shall not be responsible for damages resulting from ordinary wear and tear.

7.2 City Obligations. Subject to the foregoing provisions and to the reimbursement by Lessee described in Section 6.6, the City shall keep and maintain in good and tenantable condition and repair the roof, exterior walls, structural parts of the Premises and structural floor, and pipes and conduits outside the Premises that furnish the Premises with various utilities (except to the extent that the same are the obligations of the appropriate utility company or are otherwise Lessee’s obligation pursuant to Section 7.1 or other provision of this Lease); provided, however, that the City shall not be required to make repairs necessitated by reason of the negligence of Lessee or anyone claiming under Lessee, by reason of failure of Lessee to perform or observe any conditions or agreements of this Lease, or by reason of alterations, additions, or improvements made by Lessee or anyone claiming under Lessee. As used in this Section, “exterior walls” shall not include storefronts, plate glass, window cases or window frames, doors or door frames, security grilles or similar enclosures. It is understood and agreed that the City shall be under no obligation to make any repairs, alterations, renewals, replacements or improvements to and upon the Premises or the mechanical equipment exclusively serving the DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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Premises at any time except as this Lease expressly provides. Anything to the contrary contained in this Lease notwithstanding, the City shall not in any way be liable to Lessee for failure to make repairs as herein specifically required of it unless Lessee has previously notified the City, in writing, of the need for such repairs and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of Lessee’s written notification.

7.3 Lessee’s Failure to Maintain. If Lessee refuses or neglects to make repairs or maintain the Premises, or any part thereof, in a manner reasonably satisfactory to the City, the City shall have the right, upon giving Lessee reasonable written notice of its election to do so, to make such repairs or perform such maintenance on behalf of and for the account of Lessee. In such event the cost of such work shall be paid by Lessee as additional rent promptly upon receipt of an invoice therefor. In addition, the City shall include a management fee on the work that was completed by the City on behalf of the Lessee, in the amount of fifteen percent (15%) that may be adjusted from time to time as provided herein.

7.4 Waiver of Legal Rights. Lessee waives the benefits of any law existing now or at any time during the term of this Lease and any extension thereof or thereafter giving Lessee rights or remedies as a result of the physical condition of the Premises, the Building, or Project and, without limitation, Sections 1932, 1933, 1941, 1941.2, 1942 and 1942.1 of the Civil Code of California and all right to make repairs at the expense of the City or to terminate this Lease as provided in those Civil Code sections or otherwise, except as expressly provided herein.

8. HAZARDOUS MATERIALS.

8.1 Compliance with Laws. Lessee shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept or used in or about the Premises or Project by Lessee, its agents, employees, contractors or invitees.

8.2 Termination of Lease. City shall have the right to terminate the Lease in City’s sole and absolute discretion in the event that (i) any anticipated use of the Premises by Lessee involves the generation or storage, use, treatment, disposal or release of Hazardous Material in a manner or for a purpose prohibited or regulated by any governmental agency, authority or Hazardous Materials laws; (ii) Lessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Lessee’s action or use of the Premises; or (iii) Lessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material on the Premises.

8.3 Assignment and Subletting. If (i) any anticipated use of the Premises by any proposed assignee or sublessee involves the generation or storage, use, treatment or disposal or release of Hazardous Material in a manner or for any purpose, (ii) the proposed assignee or sublessees has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property, if the contamination resulted from such party’s action or use of the property in question, or (iii) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material, then it DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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shall not be unreasonable for City to withhold its consent to an assignment or subletting to such proposed assignee or sublessee.

8.4 Hazardous Materials Defined. The term “Hazardous Material(s)” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to, those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of “hazardous substances,” “hazardous waste,” “hazardous chemical substance or mixture,” “imminently hazardous chemical substance or mixture,” “ toxic substances,” “hazardous air pollutant,” “toxic pollutant” or “solid waste” in the (a) “CERCLA” or “Superfund” as amended by SARA, 42 U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., (l) Porter-Cologne Act, Cal. Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) “Proposition 65,” Cal. Health and Safety Code Sec. 25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal.

Health & Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules.

Hazardous Materials shall also mean any and all other substances, materials and wastes which are, or in the future become regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, (i) trichloroethylene, tetracholoethylene, perchloroethylene and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste.

8.5 City’s Right to Perform Tests. At any time prior to the expiration of the Lease Term, City shall have the right to enter upon the Premises in order to conduct tests of water and soil and to deliver to Lessee the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Lessee’s use of the Premises.

Lessee shall be solely responsible for and shall indemnify, protect, defend and hold City harmless from and against all claims, costs and liabilities including actual attorneys’ fees and costs arising out of or in connection with any removal, remediation, cleanup, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials. The testing shall be at Lessee’s expense if City has a reasonable basis for suspecting and confirms the presence of Hazardous Materials in the soil or surface or groundwater in on, under, or about the Premises or DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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the Project, which has been caused by or resulted from the activities of Lessee, its agents, employees, contractors or invitees.

8.6 Hazardous Materials Indemnity. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by Lessee, Lessee’s agents, employees, licensees or invitees or at Lessee’s direction, of Hazardous Material, or by Lessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

9. UTILITIES.

Lessee shall pay prior to delinquency, and shall indemnify and hold the City harmless from, all costs incurred in installation, hook-up, delivery, and repair of all utilities and services whatsoever supplied to or consumed by Lessee on the Premises including, but not limited, to gas, water, sewer, electricity, telecommunications service, janitorial, garbage pickup and disposal, onPremises landscaping installation and maintenance (if any) and other public utilities. City shall not be responsible for providing any utilities or services to Lessee whatsoever, and shall not be liable to Lessee for any interruption or failure of any utility services to the Premises from any cause whatsoever, nor shall such interruption or failure constitute a constructive eviction or give rise to a right of rent offset or abatement or affect the obligations of Lessee under this Lease in any other way whatsoever.

10. ALTERATIONS.

10.1 Alterations. Lessee shall not make any alterations to the Premises or the Building without the prior written consent of the City which consent shall not be unreasonably withheld.

City shall be deemed to have reasonably withheld or withdrawn consent unless each and every proposed alteration (i) shall not, individually or in the aggregate, lessen the fair market value of the Premises or the Building, or materially affect the usefulness of the Premises or the Building, either for Lessee’s business or the business of potential successor tenants, (ii) be accompanied by DocuSign Envelope ID: 05CE899D-D356-49DE-8CAE-D5BEB4A6FFAC

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all final plans and specifications with any deviation therefrom constituting a separate alteration subject to this Section 10, (iii) be constructed by a California licensed contractor and under the direction of a California licensed architect satisfactory to the City, and (iv) once consented to by the City, shall be completed expeditiously in a good and workmanlike manner, with first class quality materials, and in compliance with all applicable legal and insurance requirements, (v) shall be constructed in strict compliance with the additional conditions set forth in Section 10.4 hereof, and (vi) shall become a “Lessee Improvement” and part of the Premises and subject to this Lease, provided, at the City’s option, Lessee shall remove any such alteration and restore the Premises to their condition prior to the making of same, normal wear and tear excepted, upon the expiration or earlier termination of the term hereof. The City shall exercise its option by 30 days’ notice given no later than 30 days after such expiration or termination and, if Lessee has not so removed and restored within 30 days after the City gives said notice, Lessee shall pay the City upon demand the reasonable rental value of the Premises during the period beginning with the date immediately following said 30 days after the City gives its notice and ending with the date upon which the removal and restoration is completed and the City may, but shall not be obligated to, remove such alteration and restore the Premises and Lessee also shall pay the City its cost of same upon demand.

10.2 Required Alterations. Subject to Section 10.1 above, Lessee shall, at its sole cost, make any alteration, addition, or change to the Premises of any sort, substantial or insubstantial, ordinary or extraordinary, foreseeable or unforeseeable, whether structural or otherwise, as may be required by law due to the existence of, or Lessee’s use or occupancy of, the Premises or as a result of Lessee’s application for any permit or governmental approval, provided that the City may elect to make same, in which case Lessee shall reimburse the City promptly upon demand for all costs of the City’s making same.

10.3 Security for Completion. Before commencing any proposed alteration, Lessee, if requested by the City, shall furnish to the City security reasonably satisfactory to the City guaranteeing to the City the completion of the proposed alteration within a reasonable time, free and clear of all liens and, if available, all encumbrances, chattel mortgages, conditional bills of sale, security agreements and other claims and charges (other than those, if any, permitted hereunder) and in accordance with any plans and specifications theretofore approved by the City and, if required under any City encumbrance, by the City’s lender.

10.4 Additional Conditions. Lessee further covenants and agrees that no alterations will be made except in compliance with, and Lessee hereby covenants that it will comply with, each of the following provisions:

10.4.1 Before any alterations are begun, Lessee shall procure, at its own sole cost and expense, all necessary permits from all governmental authorities and shall, on demand, deliver photocopies thereof to the City;

10.4.2 All alterations shall be made in compliance and conformity with all applicable laws;
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Watsonville City CouncilDecember 12, 2023

Watsonville City Council
December 12, 2023