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HomeMy WebLinkAboutInfrastructureMD Inc; 2017-07-31;AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR WASTEWATER FORCE MAIN CONDITION ASSESSMENT INFRASTRUCTUREMD, INC. UTIL 1602 This Amendment No. 1 is entered into and effective as of the t§"..fl day of '.1:\..M-ee , 2018, extending and amending the agreement dated July 31, 2017, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and lnfrastructureMD, Inc., a California corporation, ("Contractor") (collectively, the "Parties") for water and wastewater condition assessment techniques and rehabilitation methods. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one ( 1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on July 31, 2019, on a time and materials basis not- to-exceed thirty five thousand dollars ($35,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill /II Ill Ill Ill Ill Ill Ill Ill /II City Attorney Approved Version 1/30/13 UTIL 1602 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR INFRASTRUCTUREMD, INC., a California corporation By: (sign here) Andrea L. Corrao, President (print name/title) (sign here) Andrea L. Corrao, Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: -------------Deputy City Attorney City Attorney Approved Version 1/30/13 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 2/11/2018 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). PRODUCER ~2~i~cT Certificate Department Cavignac & Associates IA~g~_619-744-0574 _____ I r..e~ Nol 619-234-8601 450 B Street, Suite 1800 San Diego CA 92101 ~tl~~ss _certificatest'cllcaviqnac. com ··-____ IN.i;URER(S) AFFORDING COVERAGE NAIC# INSURER A: Travelers Property & Casualty Company of America 25674 --------- INSURED INFRENG-01 INSURER B: Hartford Ins Co of the Midwest 37478 Infrastructure Engineering Corporation -----·----·---------· 14271 Danielson Street ,_INSURER C: C XL Specialty Company 37885 Poway, CA 92064 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 879726232 REVISION NUMBER: 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. INSR -~---J\l5ril.f!iUBR ---------··---------POLICY EXP POLICY EFF LTR TYPE OF INSURANCE ,.,en "",n POLICY NUMBER IMM/DDNYYYI IMM/DDNYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY y I 6807H08841 A 2/13/2018 2/13/2019 EACH OCCURRENCE $1,000,000 -D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED I PREMISES IEa occurrence} $1,000.000 X Contractual L1ab _MED EXP (Any one person) $10,000 -X Separation of In PERSONAL & ADV INJURY $1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 Fl DPR~ DLOC PRODUCTS -COMP/OP AGG $ 2.000,000 POLICY JECT OTHER: Deductible $0 A AUTOMOBILE LIABILITY y BA0643M522 2/13/2018 2/13/2019 COMBINED SINGLE LIMIT $ 1 000 000 (Ea accident) ,_ I X ANY AUTO I BODILY INJURY (Per person) $ ~ ALL OWNED --SCHEDULED I BODILY INJURY (Per accident) $ -AUTOS -AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS I (Per accident! -! $ UMBRELLA LIAB H OCCUR ' ' EACH OCCURRENCE $ --' ' EXCESS LIAB CLAIMS-MADE i AGGREGATE __!_. ------~ ~--·- DED I I RETENTION $ i $ B WORKERS COMPENSATION I 72WEGRT6756 2/13/2018 2/13/2019 x I mTUTE 1 I OTH-ER AND EMPLOYERS' LIABILITY Y/N I ANY PROPRIETOR/PARTNER/EXECUTIVE D N/Af E.L EACH ACCIDENT $1,000.000 _ OFFICER/MEMBER EXCLUDED? ----------------~ (Mandatory in NH) ' E L DISEASE · EA EMPLOYEE $1,000,000 If yes, describe under I E L DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below C Professional Liability I DPR9921869 2/13/2018 2/13/2019 Each Claim $2,000,000 I Aggregate $2,000,000 I DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Project Name: Lake Calavera Outlet Improvement, IEC Project No: 052.CARL.0027.01. Additional Insured coverage applies to General Liability and Automobile Liability for City of Carlsbad/CMWD per policy form. Professional Liability -Claims made form, defense costs included within limit. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 AUTHORIZED REPRESENTATIVE New York NY 10163-4668 ~ I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy #6807H08841A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omis- sions of such person or organization; or d. For "bodily injury", "property damage" or "per- sonal injury" for which such person or organi- zation has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. f. This insurance does not apply to the render- ing of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations ex- ceed the limits of liability required by the "writ- ten contract requiring insurance", the insur- ance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the lim- its of insurance described in Section Ill -Lim- its Of Insurance. h. This insurance does not apply to "bodily inju- ry" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other in- surance, whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requir- ing insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is CGD3810915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Policy #6807H08841A COMMERCIAL GENERAL LIABILITY available to the additional insured when that per- son or organization is an additional insured under any other insurance. 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LI- ABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you be- fore, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINI- TIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provid- ed that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in ef- fect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG DJ 81 0915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission UTIL 1602 AGREEMENT FOR WASTEWATER FORCEMAIN CONDITION ASSESSMENT SERVICES INFRASTRUCTURE MD, INC. THIS AGREEMENT is made and entered into as of the c3 \ 0± day of __,,<--->,,-,.........,,._.......,_.,+-------' 2017 by and between the CITY OF CARLSBAD, a municipal co ity"), and INFRASTRUCTUREMD, INC., a California corporation, ("Consultant"). RECITALS A. City requires the professional services of a consulting firm that is experienced in water and wastewater infrastructure condition assessment techniques and rehabilitation methods. B. Consultant has the necessary experience in providing professional services and advice related to condition assessment techniques and rehabilitation methods. C. Consultant has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Consultant agree as follows: 1. SCOPE OF WORK City retains Consultant to perform, and Consultant agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or part thereof. Extensions will be based upon a satisfactory review of Consultant's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Consultant shall perform services in a timely manner. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty five thousand dollars ($35,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty five thousand dollars ($35,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 4/1 /15 UTIL 1602 6. STATUS OF CONSULTANT Consultant will perform the Services in Consultant's own way as an independent Consultant and in pursuit of Consultant's independent calling, and not as an employee of City. Consultant will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Consultant to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Consultant. 7. SUBCONTRACTING Consultant will not subcontract any portion of the Services without prior written approval of City. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONSULTANTS The City reserves the right to employ other Consultants in connection with the Services. 9. INDEMNIFICATION Consultant agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including reasonable attorney's fees arising out of the performance of the professional services described herein caused by negligent acts, errors or omissions, recklessness, or willful misconduct of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be legally liable. The parties expressly agree that any payment, reasonable attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Consultant will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of the negligent acts, errors or omissions in the performance of the professional services by Consultant or Consultant's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of City Attorney Approved Version 4/1/15 2 UTIL 1602 not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10 .1 Coverage and Limits. Consultant will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Consultant's indemnification obligations under this Agreement. City, its officers and employees make no representation that the limits of the insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage, as Consultant deems adequate, at Consultant's expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Consultant's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Consultant has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Consultant's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Consultant will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Consultant will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Consultant fails to maintain any of these insurance coverages, then City will have the option to declare Consultant in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Consultant is responsible for any payments made by City to obtain or City Attorney Approved Version 4/1 /15 3 UTIL 1602 maintain insurance and City may collect these payments from Consultant or deduct the amount paid from any sums due Consultant under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Consultant will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS Instruments of Services produced by Consultant or its agents, employees, and subcontractors pursuant to this Agreement is the property of City upon payment in full. In the event this Agreement is terminated, all Instruments of Services produced by Consultant or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Consultant will have the right to make one (1) copy of the Instruments of Services for Consultant's records. 14. COPYRIGHTS Consultant agrees that all copyrights that arise from the services will be vested in City and Consultant relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Consultant under this Agreement. For City Name David Hull Title Assistant Engineer Department Public Works City of Carlsbad Address 5950 El Camino Real Carlsbad, CA 92008 Phone No. 760-497-4044 For Consultant Name Andrea Corrao Title CEO & Principal Address 3423 Ashley Park Drive Jamul, CA 91935 Phone No. 619-504-9033 Email acorrao@infrastructuremd.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 4/1/15 4 UTIL 1602 16. CONFLICT OF INTEREST Consultant shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Consultant shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Consultant will keep fully informed of federal, state and local laws and ordinances and regulations currently in effect at the time services are provided which in any manner affect those employed by Consultant, or in any way affect the performance of the Professional Services by Consultant. Consultant will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Consultant's services with all applicable laws, ordinances and regulations. Consultant will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Consultant will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Consultant or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Consultant's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Consultant by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Consultant. Upon notification of termination, Consultant has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Consultant has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Consultant will assemble the work product and put it in order for proper filing and closing and deliver it to City. Consultant will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable City Attorney Approved Version 4/1/15 5 UTIL 1602 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Consultant warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Consultant agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Consultant acknowledges that if a false claim is submitted to City, it may be considered fraud and Consultant may be subject to criminal prosecution. Consultant acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Consultant acknowledges that the filing of a false claim may subject Consultant to an administrative debarment proceeding as the result of which Consultant may be prevented to act as a Consultant on any public work or improvement for a period of up to five (5) years. Consultant acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Consultant and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Consultant without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill City Attorney Approved Version 4/1 /15 6 UTIL 1602 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Agreement. CONSULTANT INFRASTRUCTUREMD, INC., a California corporation By: (sign here) Andrea L-Co~o I f>re$(d(?At (print name/title) By: (sign here) A1'1c:Jre~ L-a,~ / t:;«.refdr:y (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California If required by City, proper notarial acknowledgment of execution by Consultant must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney Deputy City Attorney City Attorney Approved Version 4/1 /15 7 I ! . 31111 • I infrastructure fv1D Inc Engineered solutions for a healthy water infrastructure Mr. Don Wasko Utilities Manager City of Carlsbad, Public Works 5950 El Camino Real Carlsbad, CA 92008-8802 EXHIBIT A July 6, 2017 SUBJECT: Proposal to Provide Engineering Consulting Services for Sewer Force Main Condition Assessment Dear Don: infrastructureMD, Inc. (iMD), proposes to provide as-needed engineering consulting services to aid the City of Carlsbad (City) in the planning, implementation, and documentation stages of a condition assessment program for the City's sewer force mains. Condition assessment of both water and sewer assets is an important element of a successful asset management program. In order to make the best use of data collected during direct (field) inspection of your sewer assets, plans should be formulated up front for how the inspection data will be incorporated into the overall asset management program. Based on my knowledge and experience with pipeline condition assessment planning, field inspections, technology deployment, data collection, and data management, I propose to offer the City the following Scope of Services. The City can select whichever services will be most helpful to you and your staff. I propose to offer my services on a Time & Materials basis, with all services performed under a maximum contract amount established by the City. SCOPE OF SERVICES TASK 1. PREPARE OVERALL CONDITION ASSESSMENT PLAN FOR ASSESSMENT OF SEWER FORCE MAINS 1.1 Compile and review existing CCTV or other inspection data, previous reports, GIS files, as-built drawings, and other data and information provided by the City or obtained by iMD from contractors who have performed previous inspections on one or more of the City's force mains. 1.2 For each force main, recommend the most appropriate inspection method(s), based on the history of performance of the pipeline, previous inspections (if any), pipe size, pipe material, access, or other considerations. Provide planning level cost estimate(s) for services to be performed by outside contractors. 1.3 With assistance from the City's engineering staff, prepare an individual data sheet for each force main, to include the following information, at a minimum: Location map Force main information (pipe size, length, material) www.infrastructureMD.com 3423 Ashley Park Drive Jamul, CA 91935 619.504.9033 ACorrao@infrastructureMD.com 1 Mr. Don Wasko July 6, 2017 Results of previous inspections Access/access restrictions Opportunities for flow adjustments, dewatering, etc. Daytime/nighttime recommended work hours for inspections Recommended inspection method with additional pertinent information and notes (e.g., traffic control requirements, access restrictions, etc.) 1.4 Prepare a summary table with force main names, recommended inspection methods, and planning level cost estimates for the recommended inspections. 1.5 Meet with the City's engineering, operations, and asset management professionals and conduct site visits of facilities as needed during preparation of the Condition Assessment Plan. TASK 2. ASSIST WITH IMPLEMENTATION OF THE ASSESSMENT AND DOCUMENTATION PROCESS FOR SEWER FORCE MAINS 2.1 Provide technical language for inspection methods and technologies to be used by condition assessment contractors that will be retained by the City through a Request for Proposals selection process. 2.2 Assist the City with management and oversight of field inspections, reporting, and data delivery from condition assessment contractors. 2.3 Provide instructions to selected contractors for documenting inspections and condition assessments of force mains. Provide instructions for formatting field data that will be integrated into the City's overall asset management system. 2.4 Provide assistance to the City's engineering and asset management professionals to incorporate historical, current, and future condition data into the City's asset management program I data management system I GIS files. COST My billing rate for the above services would be $170/hour. Mileage, direct (project related) costs, and charges for other professionals (if needed) would be billed according to iMD's 2017 Schedule of Charges for Professional Services (attached). SCHEDULE My services will commence immediately following receipt of a signed contract or purchase order. Tasks will be completed expeditiously. It is anticipated that all work under Task 1 will be completed within four to six weeks of written authorization to proceed from the City of Carlsbad. I would be happy to answer any questions you may have regarding this proposal. Thank you for the opportunity to continuing to work with the City of Carlsbad! www.infrastructureMD.com 2 Mr. Don Wasko Very truly yours, infrastructureMD, Inc. Andrea L. (Andi) Corrao, P.E. CEO & Principal ACorrao@infrastructureMD.com 619.504.9033 President Copy: Terry Smith David Hull Jesse Castaneda www.infrastructureMD.com July 6, 2017 3 iMD inf rastructureMD.lnc. 2017 SCHEDULE OF CHARGES FOR PROFESSIONAL SERVICES Personnel Classification Hourly Rate Manager: Engineering, IT, GIS, Asset Management Senior Project Manager $185 Project Manager $175 Professional: Engineering, IT, GIS, Asset Management Technical Consultant $170 Senior Project Professional $165 Project Professional $150 Associate Professional $140 Professional $130 Technician: Field, Engineering, CAD, G/S Senior Technician $110 Technician $90 Specialist: Operations, Production, Data, Systems, Project Support Senior Specialist $125 Specialist 3 $110 Specialist 2 $90 Specialist 1 $75 1. Hourly billing rates include direct and indirect costs associated with office equipment, portable and handheld electronic devices, routine office and field supplies, and in-house reproduction. 2. Mileage for personal and company-owned vehicles will be charged at the current IRS mileage reimbursement rate. 3. Other direct (project related) costs, including travel expenses, field supplies/expenses, project-related supplies, equipment rental, project-specific office supplies and expenses, delivery charges, etc., will be reimbursed at cost plus 10% (to cover tracking, processing, and billing). 4. Outfitted field truck with tools and supplies for field activities will be charged at $150 per day. 5. Subconsultant and subcontractor charges will be billed at cost plus 15% to cover project management, coordination, and administration (contracts, invoicing, and insurance). ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMfDD!YYYY) ~ 7/20/2017 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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\ PRODUCER CONTACT NAME: Cavignac & Associates P~QN.t -... 619-234-6848 TFAX . 619-234-8601 450 B Street, Suite 1800 ~~~'=--. certificates@cavignac.com San Diego CA 92101 INSURERISl AFFORDING COVERAGE NAIC# 1NSURERA :Sentinel Insurance Comoanv 11000 INSURED INFRINC-01 INSURER s :XL Soecialtv Comoanv infrastructureMD, Inc. INSURERC: 3423 Ashley Park Drive INSURERD: Jamul CA 91935 lNSURERE: INSURERF: COVERAGES . . CERTIFICATE NUMBER· 558704896 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TH!S 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. INSR A ,&aMi~. l,~g}-6%~, LTR TYPE OF INSURANCE INSD WYO POLICY NUMBER LIMITS A X COMMERCIAL GENERAL LIABILITY y 72SBwt84976 8/15/2016 8/15/2017 EACH OCCURRENCE $2,000,000 1 CLA.IMS~MADE 0 OCCUR ~~~~~iJ?E:~~~r?ence\ $1,000,000 MED EXP (Any one person) $10,000 f-- PERSONAL & ADV INJURY $2,000,000 f--Fl 'LAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 POLICY 0 jrfr 0 LOG PRODUCTS -COMP/OP AGG $4,000,000 OTHER: $ / A AUTOMOBILE LIABILITY 72SBWl84976 8/15/2016 8/15/2017 7'e~~~rd~~t't:il ,..,Le:. LIMI I $2,000,000 f--ANY AUTO BODILY INJURY (Per person) $ f--ALL OWNED -SCHEDULED f--AUTOS f--t~1~WNED BODILY INJURY (Per accident) s X HIRED AUTOS X AUTOS fp~?~~iJJPAMAGE s --s UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ - EXCESS LIAS CLA.IMS-MADE AGGREGATE $ OED I I RETENTION s $ WORKERS COMPENSATION I ~~fTuTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D NIA E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L DISEASE-EA EMPLOYEE S If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT s B Professional Liability DPS9808371 8/15/2016 8/15/2017 Each Claim $1,000,000 Aggregate $1,000,000 / DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Wastewater Forcemain Condition Assessment Services. Additional Insured coverage applies to General Liability for City of Carlsbad per policy form. Primary and Non-Contributory coverage applies to General Liability per policy fonm. Professional Liability -Claims made fonm, defense costs included within limit. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 5950 El Camino Real ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad CA 92008 AUTHORIZED REPRESENTATIVE I ~ © 1988R2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF EXEMPTION WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE I, __ A_ri~d~r_€_~_l~-~Co~,r,~ra_o ___ ~ am the --=-P=-r-e.==-~=-=<::l:..::ett"--'-'-_,_/_<.-=-e=-=o'----------- [insert name J [title J of i r,{K:IS"NU.dw-e U )), I 11 c. . I hereby certify that t'n~c.-n..,t-e_ Mb • I J'\C.. [name of company] [name of company] has no employees and is not required by law to maintain workers' compensation or employers' liability msurance. Should ll',W.'S---N°u. clut'e. !+1 ~. I "1 c.. [name of company] employ any person during the term of the Agreement with the City of Carlsbad for Cor-l"'<h~ TA? Co,:e'i\o I\ A-'i,Se.Ssf'elt--Selvtc.es [ description of project or work that is being contracted] then workers' compensation and employers' liability insurance will be obtained. [Name] Ancl,N?a L. Co~o [Title and name of company or corporation] 06/15/2006 25