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HomeMy WebLinkAboutInnovyze; 2017-07-24; UTIL1590AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR INFOMASTER IMPLEMENTATION SERVICES INNOVYZE UTIL1590 This Amendment No. 1 is entered into and effective as of the '2-'1 day of J '1 \'::1 , 2018, extending the agreement dated July 24, 2017 (the "Agreement") by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and lnnovyze, a California corporation, ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on July 24, 2019. 2. All other provisions of the Agreement, as may have been amended from time to time, shall 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, shall include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill General Counsel Approved Version 1/30/13 UTIL1590 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR INNOVYZE, a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: (sign h re) Wendy Chill' ers, General Manager __ c, tfff~--+-"-&)~l,ld-=?ct"""-+'-'(5'-'--t':f_+---., __,Vl'--'--P---'-P NY k + /Jr), ;rH!AiY1 t-~ (print name/tit'le) · 'ff. - By: (sign here) h~(_ ~V/\1Y (print name/titl~ If required by CMWD, 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, General Counsel J~~ By:_~--~~~~~~-- Deputy General Counsel General Counsel Approved Version 1/30/13 2 _______, I DATE(MM/DD/YYYY) AC:C:,RC,• CERTIFICATE OF LIABILITY INSURANCE ~ 10/12/2017 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 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). PRODUCER CONTACT Aon Risk Services Northeast, NAME: Inc. PHONE (866) 283-7122 I t.ifc. No.): (800) 363-0105 New York NY office (A/C. No. Ext): 199 water Street E-MAIL New York NY 10038-3551 USA ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: Atlantic Specialty Insurance Company 27154 Innovvze Inc. INSURER B: 6720 SW Macadam Ave suite 150 INSURERC: Portland OR 97219 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570068952654 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. Limits shown are as requested '"'~" TYPE OF INSURANCE 1Nso wvo POLICY NUMBER 1~~Jilr1NYYY1 rULOC. <CAr LIMITS LTR IMM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY /.J..J.-U.J.-,,-b4-uuu.L U~/ L~/ LU.I.I <.J~/L~/LUl~ EACH OCCURRENCE $1,000,000 -~ CLAIMS-MADE 0occuR v~,.•~=~ I U t'<tcN O cU $1,000,000 PREMISES {Ea occurrence) ,-- MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ DPRO-DLOC $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: A AUTOMOBILE LIABILITY 711-01-55-64-0001 09/29/2017 09/29/2018 COMBINED SINGLE LIMIT $1,000,000 tEa accident) -ANY AUTO BODILY INJURY ( Per person) -OWNED -SCHEDULED BODILY INJURY (Per accident) AUTOS ONLY AUTOS --NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X (Per accident) -ONLY AUTOS ONLY A X UMBRELLA UAB H OCCUR 711-01-55-64-0001 09/29/2017 09/29/2018 EACH OCCURRENCE $5,000,000 -AGGREGATE $5,000,000 EXCESS LIAB CLAIMS-MADE DEDI I RETENTION A WORKERS COMPENSATION AND 4060441340001 09/29/2017 09/29/2018 XI ~ffrnTE I l~~H-EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/ PARTNER/ EXECUTIVE ~ E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE-EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad is included as Additional Insured in accordance with the policy provisions of the General Liability policy. CERTIFICATE HOLDER CANCELLATION ... GI ~ C: GI :!:! ... GI 'C i5 :I: ;:,; <D N U') a, <X) <D 0 0 ,.._ U') 0 z ~ 0 .;:::: t: GI (J v' -~ ~ ~ ~ ~ ~ ,------------------r-------------------.~ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ~ City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668 -ECM #35050 New York NY 10163-4668 USA EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ffl AUTHORIZED REPRESENTATIVE ,__ __________________ _,__ _____________________ _.. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD The Aon Centre The Leadenhall Building 122 Leadenhall Street London EC3V 4AN TO WHOM IT MAY CONCERN 8th May 2018 Dear Sirs AON Our Client: Storm UK Holdco Limited including lnnovyze Inc, lnnovyze Ltd, and lnnovyze Pty Limited, 15 Golden Square, London. WlF 9JG We act as insurance brokers on behalf of the above and are pleased to confirm that the following insurance covers are in force: Professional Indemnity Insurer Policy Number Expiry Date Limit of Indemnity Excess Territorial Limits Chubb European Group Ltd 35876367 14th May 2019 £1,000,000 £50,000 each and every claim No cover or benefit shall be provided and no sum shall be payable under this Policy to the extent that providing or paying it would directly or indirectly put the Company or its ultimate parent company in breach of any applicable economic or trade sanction laws or regulations. This document is furnished to you for information only. The issue of this document does not imply that the person, or organisation, to whom it has been issued, is an additional Insured, nor does it modify in any manner the contract of insurance between the Insured and Underwriters. Should the contract of insurance detailed above be cancelled, assigned or changed during the current policy period, in such a manner as to affect this document, no obligation to inform the holder of this document is accepted by the undersigned Insurance Brokers. Yours sincerely Steve Ellis Client Director T: 07795 553485 Aon UK Limited Registered Office I The Aon Centre I The Leadenhall Building I 122 Leadenhall Street I London I EC3V 4AN Registered in England & Wales No. 210725 I VAT Registration No. 480 8401 48 Aon UK Limited is authorised and regulated by the Financial Conduct Authority THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provisions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured -Broad Form Vendors 8. Coverage Territory -Worldwide 2. Additional Insured -by Contract, Agreement or Permit relating to: 9. Duties in Event of Occurrence, Claim or Suit 10. Expected or Intended Injury (PD) o Work performed by you 11. Incidental Medical Malpractice o Premises you own, rent, lease or occupy 12. Medical Payments o Equipment you lease 13. Mobile Equipment Redefined 3. Aggregate Limit Per location 14. Newly Acquired or Formed Organizations 4. Blanket Waiver of Subrogation 15. Non-Owned Aircraft 5. Bodily Injury Redefined-Mental Anguish 16. Non-Owned Watercraft 6. Broadened Named Insured 17. Personal and Advertising Injury 18. Product Recall Expense 7. Broadened Property Damage o Borrowed Equipment 19. Supplementary Payments Increased limits <, Customers' Goods ,) Use of Elevators 1. ADDITIONAL INSURED -BROAD FORM VENDORS Section II -Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury· or "property damage· arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. This provision 1 . does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty not authorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or VCG 2071113 Includes copyrighted material of Insurance Services Office, Inc. Copyright, OneBeacon Insurance Group LLC E-INSURED Page 1 of8 (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Subparagraphs 4. or 6.; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) Any vendor, person or organization if the "products-completed operations hazard" is excluded either by the provisions of the Coverage Form or by endorsement. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. ADDITIONAL INSURED-CONTRACT, AGREEMENT OR PERMIT a. Section II -Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part: 1. with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of ·your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or (b) In the maintenance, operation or use of equipment leased to you by such person(s) or organization(s), or (c) In connection with premises you own. rent. lease or occupy. 2. with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf and occurring after: (a) All worl< on the project (other than service. maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the contract, agreement or permit. b. The insurance provided to the additional insured herein is limited. This insurance does not apply: 1. Unless (a) the written contract, agreement or permit is currently in effect or becomes effective during the term of this policy; and (b) the contract or agreement was executed or permit issued prior to the "bodily injury". "property damage", or "personal and advertising injury"; 2. To any person or organization included as an insured under the Additional Insured -Broad Form Vendors provision of this endorsement; 3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part; 4. To any person or organization if the "bodily injury·, "property damage·, or "personal and advertising injury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including: VCG 2071113 (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Includes copyrighted material of Insurance Services Office, Inc. Page2of8 Copyright, OneBeacon Insurance Group LLC 5. Toany: (a) Lessor of equipment after the equipment lease terminates or expires; or (b) Owners or other interests from whom land has been leased; or (e) Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section Ill -Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations· owned by or rented or leased to you. b. Under Section V -Definitions, the following definition is added: "Location· means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 4. BLANKET WAIVER OF SUBROGATION Section IV -Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract. executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. 5. BODILY INJURY REDEFINED-MENTAL ANGUISH Under Section V, the definition of "bodily injury" is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. BROADENED NAMED INSURED Section II -Who Is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization. The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. VCG 2071113 Includes copyrighted material of Insurance SeNices Office, Inc. Page3of8 Copyright, OneBeacon Insurance Group LLC 7. BROADENED PROPERTY DAMAGE -BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following: a. The Damage To Property exclusion under Section I Coverage A is amended as follows: 1. The exclusion for personal property in the care, custody or control of the insured does not apply to ·property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. 2. The exclusions for (a) Property loaned to you; (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored, repaired or replaced because •your work" was incorrectly performed on it do not apply to "property damage" to ·customers' goods" while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. Subject to the Each Occurrence Limit, the most we will pay for "property damage" to ·customers' Goods" is $35,000 per "occurrence·. b. Under Section V -Definitions, the following definition is added: "Customers' Goods" means goods of your customer on your premises for the purpose of being: 1. Repaired; or 2. Used in your manufacturing process. c. The insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance -Excess provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 8. COVERAGE TERRITORY -WORLDWIDE The definition of "coverage territory" is replaced by the following: "Coverage territory" means anywhere provided the insured's responsibility to pay damages must be determined in a settlement we agree to or in a ·suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 9. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV -Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs: a. The requirements that you must 1. notify us of an "occurrence" offense, claim or "suit" and 2. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An executive officer of the corporation or insurance manager, if you are a corporation; or 4. A manager, if you are a limited liability company. b. The requirement that you must notify us as soon as practicable of an ·occurrence· or an offense that may result in a claim does not apply if you report an "occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular ·occurrence· is a liability claim rather than a workers compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. VCG 2071113 Includes copyrighted material of Insurance Services Office, Inc. Page4of8 Copyright, OneBeacon Insurance Group LLC 10. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury· or "property damage· resulting from the use of reasonable force to protect persons or property. 11. INCIDENTAL MALPRACTICE-EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section II -Who Is An Insured, the paragraph that excludes an employee or volunteer worker as insured for "bodily injury" or "personal and advertising injury· arising out of his or her providing or failing to provide professional health care services does not apply to a physician, dentist, nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance -Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 12. MEDICAL PAYMENTS -INCREASED LIMITS ANO TIME PERIOD In the Insuring Agreement under Coverage C Medical Payments, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. a. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. b. This provision 12. does not apply if Coverage C -Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. 13. MOBILE EQUIPMENT-SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The following is added to the "mobile equipment" definition: Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self- propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of permanently attached equipment will be considered "mobile equipmenr: a. Snow removal; b. Road maintenance, but not construction or resurfacing; or c. Street cleaning. 14. NEWL V FORMED OR ACQUIRED ORGANIZATIONS Under Section II -Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period. 15. NON-OWNED AIRCRAFT The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is: 1 Hired, chartered or loaned with a paid crew; and 2 Not owned by any insured. VCG 2071113 Includes copyrighted material of Insurance Services Office, Inc. Copyright, OneBeacon Insurance Group LLC Page 5of8 a. The insurance afforded by this provision 15. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 16. NON-OWNED WATERCRAFT a. Section II -Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: · 1. "Bodily injury" to a co-"employee" of the person operating the watercraft; or 2. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability, the fimitation on the length of a watercraft is increased to 55 feet. c. The insurance afforded by this provision 16. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 17. PERSONAL AND ADVERTISING INJURY The following exclusions under the definition of "personal and advertising injury" are amended as follows: a. Insureds In Media Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or developing content of websites for others. However, this exclusion does not apply to paragraphs 14 a., b. and c. of ·personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroorn or bulletin board the insured hosts, owns, or maintains for others. 18. PRODUCT RECALL EXPENSE With respect to this Provision 18., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. a. The following is added to Section Ill -Limits Of Insurance section: 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls" initiated; or (c) Number of ·your products" recalled. 2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. 3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. VCG 2071113 Includes copyrighted material of Insurance Services Office, Inc. Page6of8 Copyright, OneBeacon Insurance Group LLC 4. Subject to 3. above, we will pay only the amount of "product recall expenses" in excess of the deductible amount shown in the Product Recall Schedule. Products Recall Schedule Limits of Insurance Product Recall Aggregate Limit $ 50,000 Each Product Recall limit $25,000 Each Product Recall Deductible $ 1,000 If any limits and deductible other than those above are shown in the Declarations as the Products Recall Expense Limits, the amounts shown in the Declarations will replace the limits of Insurance and deductible provided for this coverage. The limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. b. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV -Conditions: You must see to it that the following are done in the event of an actual or anticipated "covered recalf' that may result in "product recall expense": 1. Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; 2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance; 3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within 60 days after our request. We will supply you with the necessary forms; and 5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, induding an insured's books and records. In the event of an examination, an insured's answers must be signed. c. The foHowing definitions are added to the Definitions Section: 1. "Covered recall" means a recall made necessary because the insured or a government body has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in or will result in "bodily injury" or "property damage". 2. "Product Recall Expense" means: VCG2071113 (a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling "your product": (1) For communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; Includes copyrighted material of Insurance Services Office, Inc. Page 7of8 Copyright. OneBeacon Insurance Group LLC (3) For remuneration paid to your regular "employees" for necessary overtime; (4) For hiring additional persons, other than your regular "employees"; (5) Incurred by "employees", including transportation and accommodations; (6) To rent additional warehouse or storage space; or (7) For disposal of "your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, but "product recall expenses· does not include costs of regaining your market share, goodwill, revenue or profit. (b) "Product Recall Expense" does not include any expenses resulting from: (1) Failure of any product to accomplish its intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; and (7) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products· has been found 19. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS Under Section I -Coverages, Supplementary Payments -Coverages A and B, paragraphs 1.b. and 1.d. are replaced by the following: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. AH reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. VCG 2071113 Includes copyrighted material of Insurance Services Office. Inc. Page8of8 Copyright, OneBeacon Insurance Group LLC AGREEMENT FOR INFOMASTER IMPLEMENTATION SERVICES INNOVYZE UTIL 1590 ..--=-T IS AGREEMENT is made and entered into as of the L '{ ~ day of --~~:i-----' 2017, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Age cy organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and INNOVYZE, a California corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a vendor that has experience with the lnfoMaster Suite for water and wastewater. B. Contractor has the necessary experience in providing professional services and advice related to the sale, implementation, training and support of the lnfoMaster Suite. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor 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, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. The foregoing warranty is in lieu of all other warranties, express or implied, including all warranties of merchantability or fitness for a particular purpose. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty-seven thousand five hundred dollars ($27,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If CMWD elects to extend the Agreement, the amount shall not exceed twenty-seven thousand five hundred dollars ($27,500) per Agreement year. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". General Counsel Approved Version 4/2/15 1 UTIL 1590 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any gross negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their 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 Contractor 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 or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an General Counsel Approved Version 4/2/15 2 UTIL 1590 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 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 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless CMWD's Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD 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 Contractor's work for CMWD). $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 Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor'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. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase General Counsel Approved Version 4/2/15 3 UTIL 1590 replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor 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 Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor 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 All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD For Contractor Name Stephanie Harrison Name Erick Heath Title Sr. Business Sts. S12ecialist Title Vice President Carlsbad Municipal Water District Address 605 E. Huntington Dr., Suite 205 Address 5950 El Camino Real Monrovia, CA 91016 Carlsbad, CA 92008 Phone 626-568-6855 Phone (760) 438-2722 E-mail erick.heath@innovyze.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. General Counsel Approved Version 4/2/15 4 UTIL 1590 16. CONFLICT OF INTEREST Contractor 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 Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor 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 that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor 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, either party may deliver to the other party a written summary of the facts giving rise to the dispute and its proposed resolution (the "Dispute Notice"). The party receiving the Dispute Notice will, within ten (10) business days, provide the other party with its own written summary of the facts and proposed resolution and the parties will use their good faith efforts to resolve the dispute. If the parties are unable to resolve the dispute within seven (7) business days, both summaries will be forwarded to the Executive Manager of CMWD and a designated Vice President of Contractor. If the Executive Manager and Vice President are unable to resolve the dispute within seven (7) business days, either party shall have the right to seek remedies available to it in accordance with Section 23. 20. LIMITATION OF LIABILITY In no event shall either party be liable for special, consequential, or incidental damages, whether under tort, contract, or any other legal theory, however caused, and regardless of whether that party has been advised of the possibility of such damages. In no event shall contractor be liable to CMWD in an amount exceeding the insurance coverage contractor is required to maintain under section 10. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine reasonably and in good faith the final payment of the Agreement. General Counsel Approved Version 4/2/15 5 UTIL 1590 Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made reasonably and in good faith. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor 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, CMWD 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. 23. CLAIMS AND LAWSUITS The parties agree that any agreement claim must be asserted pursuant to the process set forth in Section 19 prior to either party filing an action in court. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 24. CHOICE OF LAW, JURISDICTION AND VENUE This Agreement shall be governed by the laws of the State of California, exclusive of choice of law rules. 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. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor 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 Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with Exhibit A 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 any prior oral or written communications between the parties. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. General Counsel Approved Version 4/2/15 6 UTIL 1590 27. AUTHORITY The individuals executing this Agreement 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 Agreement. CONTRACTOR INNOVYZE, a California corporation By: (sign Jrt-,.r=.s l,,\.__ Gz.~ L C'..t-o (print name/f e) '< CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: Elaine Lukey/P lie arks Director as authorized by the Executive Manager If required by CMWD, 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, General Counsel By: ~~ Deputy General Counsel General Counsel Approved Version 4/2/15 7 INDIVIDUAL ACKNOWLEDGMENT State/Commonwealth of ( 1 C I /' ft u{ C County of \".~), C('1,1C1 c' lei On this the 2 : 1 \". 7 day of Tl ( r ''\ C __ __::___,' l=· __ '.\_'__,_7 ___ , before me, Day . _ Month Year _-=_} ___ 1_-_c-_· i_-_\ c=~~~(_1,~--~~-J~(_l ___ i'\_r_{ ___ {'_t _I _,__J _______ , the undersigned Notary Public, Name of Notary Public personally appeared Ti nv_'--1 hy -__r. (VU l(~/;') \Er Cl I vi 'J(1L , 1 v "' · _,. Name(s) of Signer(s) IRENE G RANDALL Notary Public · State of Colorado Notary ID 20014019948 My Commission Expires Aug 28, 2020 Place Notary Seal/Stamp Above Mpersonally known to me -OR - cJ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same for the purposes therein stated. WITNESS my hand and official seal. --~- / Signature of Notary Public ~T--, ·c· 1 \ t'. (\ . -;;,,t I vf (1 I l ('C\ \\I \t (-~,:, 1 O \ (~(j_)il c<: .. ,~.l_l U], --'. .,,_ .'jt -J ( Any Other Required Information · (Printed Name of Notary, Expiration Date, etc.) IN FORMATION IN AREAS 1-4 REQUIRED IN ARIZONA. OPTIONAL IN OTHER STATES. RIGHT THUMBPRINT OFSIGNER#1 RIGHT THUMBPRINT OFSIGNER#2 Description of Any Attached Document _ Title or Type of Document:L~fl j i r i \ \ rf \ 1 .. (-~, · _] l ,Ct 'I \ \t.i. '_d ,..~/ .T t ~lM ,, ,:,·d-~-1-i l', \ C::-.:r--i ~ I< ~ ~::.: Document Date: ··1l(11c 2 2 2.cf'l : Number of Pages: _I-=~::__ __ Signer(s) Other / Than Named Above: __ !'-!_,_.:.\ _____________ _ ...J Top of thumb here Top of thumb here ~ 0 .:: a. 0 © 2011 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #25936 UTIL 1590 EXHIBIT "A" SCOPE OF SERVICES The purpose of this project is to implement lnfoMaster Suite software for the city's water and sewer system pipelines and to provide training and documentation for the city to continue to review and manage their infrastructure in ways not previously achievable. The following tasks will be performed by lnnovyze and constitute the scope of this project. Any changes to this scope will require a contract amendment. Task 1 -Existing Systems Review At the outset of the project, lnnovyze will schedule a kickoff meeting at the city's office. The key goals of this meeting are to: • Introduce the lnnovyze project manager and team. • Review project objectives, scope and schedule. • Review initial data question/survey. • Quick Start Demo/Tutorial of lnfoMaster Suite. • Identify and clarify current and future uses of the software. During the kickoff meeting lnnovyze will work with the city to review document requirements, develop desired workflows, review the rehab logic flowchart, review any outstanding data issues and further requirements, review forms and reports to be implemented, and collect and exchange required data. lnnovyze's goal will be to develop a complete understanding of what data is available, what types of analyses were previously completed, how various analyses contribute to the end result, and define the city's criteria and logic for preferred rehabilitation methods, costs, and output format. Specific city procedures and preferences will be agreed upon. To facilitate input and ensure that the final product will be in line with the city's expectations, lnnovyze recommends inviting the appropriate staff members and senior management from the engineering, information technology, planning and field operations departments. Existing procedures priorities, and knowledge specific to the city's water and sewer system will be discussed during the kickoff meeting. Assumption -the city will provide to lnnovyze at least two weeks prior to the kickoff meeting any of the items below that are available: • Reports related to previous capital planning and condition assessment efforts. • CCTV inspection data and associated PACP database (usually available as an export from the CCTV vendor's proprietary software) or a database utilizing other standardized defect codes. Note that due to the size of CCTV videos only a small sample is requested (ten or less). Non-PACP databases, such as CUES Granite XP, can be brought into lnfoMaster, if it can be loaded into ArcGIS. • Available water pipeline asset data including: age, material, leak and break history, and repair history. General Counsel Approved Version 4/2/15 8 UTIL 1590 • Available sewer pipeline asset data including: age, material, break and SSO history, and repair history. • Available GIS data including: water distribution and sewer collection system, critical facilities, digital ortho photos, railroads, water bodies, building footprints, street centerlines with street names, and soil types. Note that critical facilities are different for each utility and may include wetlands, hospitals, schools, etc. • Water and sewer model. • Available information on street repaving projects, ideally indicating the last year of paving and projected year of paving for each street. Ratings that indicate pavement condition can also be incorporated • Available information on utility Capital Improvement Projects (water, sewer, electrical, etc.) showing any planned projects (and the year planned) that will cause a street to be patched or repaved. • Cost data for recent renewal projects (construction, lining, point repairs, bursting, replacement, etc.). Unit costs are best. Task 1 Deliverables • Kickoff Meeting minutes. • A list of specific issues to be finalized in the lnfoMaster Water and Sewer model, including when and where missing data will be provided and decisions made as to how to complete the model should some data not be available. Task 2 -lnfoMaster Water & Sewer Setup lnnovyze will work remotely to set up a draft lnfoMaster Water and Sewer models. lnnovyze will build the Water and Sewer models based on the data received and the results of the initial kickoff meeting. lnnovyze will incorporate and match (as closely as possible) any previously completed risk assessment procedures into lnfoMaster Suite. lnnovyze will work with the city to determine how handle any "gaps" or missing data. Work performed by lnnovyze in this task will include: ~ Review the GIS and CMMS data provided by the city and migrate distribution and collection system data from the city's data sources to lnfoMaster Suite. Data to review may include all or some of the following: • Pipeline inventory: age, diameter, and material type • Large diameter pipeline isolation valves • Highways, streets and roads • Leak history -general work orders • Break or SSO history -general work orders • Transmission pressures • Seismic hazards: fault zone, ground shaking, liquefaction, landslide and slope failure General Counsel Approved Version 4/2/15 9 UTIL 1590 • FEMA flood zone • Creeks, rivers and streams • Tsunami • Sea level rise • Soil corrosive to concrete and steel • Critical customers such as hospitals, shelters and laboratories • lnfoWater and lnfoSewer/lnfoSWMM Hydraulic Model Results • City base map • Customer complaints, right-of-way and paving mapping systems • Petroleum fueling stations • SDG&E Gas Transmission Lines >-Use the built-in tools within lnfoMaster to auto-associate maintenance data, complaints, etc. to system facilities using coordinates provided by the city. The city assumes responsibility for verifying the linkage and making any required adjustments. Alternatively, the city may pre-process the maintenance data and associate with system facilities and then provide to lnnovyze for inclusion in lnfoMaster Suite. >-Determine the level of service (i.e. criticality) of each pipe segment and isolation valve in the water network in terms of number of services affected and amount of interrupted metered demand in case of pipe failure. >-Configure lnfoMaster to perform regression analysis using Weibull, Herz, or Cox proportional hazards pipe failure modeling techniques. Depending on quality of data, the Extended YULE process may be employed. Regression analysis is highly dependent upon available data, and not all systems have enough data for regression models to produce accurate assessment. lnnovyze will work with Carlsbad to determine if their data is substantial enough to provide for a basic set- up and if not, provide a written list of data deficiencies. >-Develop likelihood of failure (LOF) and consequence of failure (COF) components using a scoring system as specified by the city. Up to 10 LOF components and up to 10 COF components will be set up for each (water and sewer pipes). >-Complete calculation of risk factors for each asset based on combinations of LOF and COF rankings previously developed. >-Develop up to three risk scenarios each for water and sewer pipes to sensitivity testing for weighting factors and the effects of combinations of LOF and COF. >-Configure the built-in decision tree (flow chart) for both water and sewer pipes based on the city's specific decision logic to analyze asset-by asset pipe data for prioritization. >-Configure lnfoMaster to support reviewing, grouping, managing, and sending actions to lnfoMaster's Work Order Manager. lnfoMaster work orders can be exported to a geodatabase for use in the city's existing CMMS, if the CMMS system can import/export ArcGIS tables. General Counsel Approved Version 4/2/15 10 UTIL 1590 ~ Set up the process for publishing lnfoMaster results, including an example pipe risk report in the HTML format. Should Carlsbad use ArcGIS Online, lnnovyze can assist in setting up their lnfoMaster model to connect to ArcGIS Online for easy results viewing. ~ Provide a list of data that the city could use to improve the lnfoMaster risk models. Assumptions: • City staff will be able to pre-process the GIS and CMMS data as needed. Some data may not be suitable for use with the Info Master Water and Sewer risk models. • City staff will determine the components to use to calculate LOF and COF. • City staff will determine the decision logic to use to create decision trees for water and sewer pipelines to analyze asset-by-asset pipe data for prioritization. • City staff will make all decisions about rankings, relative weightings, breakpoints, scores, multipliers, and exponents. • lnnovyze will setup and test the lnfoMaster data import tool to support ongoing updates with new data for future use by the city. • One set of edits to the draft risk models will be completed based on city comments during review. City's review will occur after training. Task 2 Deliverables: • A draft version of the risk models for city review and comments. • A comprehensive risk score and rehabilitation plan for each individual pipeline segment throughout the city's water and sewer systems. Risk will be based on likelihood of failure and consequence of failure scores. Task 3 -On-site Implementation and Training lnnovyze will spend 2 days on site configuring lnfoMaster Suite and training up to eight (8) city staff on the operation and features of lnfoMaster Suite, to include the following: • Install lnfoMaster Suite on city computers and load databases. • Integrate lnfoMaster Suite with existing city water and sewer GIS data. • Finalize configuration for forms, tables, reports and units. • Populate template rehab logic flowcharts and provide training for future revisions. • Generate rehabilitation plans for water and wastewater pipes. • Identify wastewater pipes requiring additional monitoring and/or CCTV inspections. The Task 3 training workshop will enable city staff to use lnfoMaster Suite to determine the selected action to implement (repair, rehabilitate, replace, etc.), the construction costs of implementing such actions, and a prioritization of actions. Time will be allotted for practice with displaying results with GIS-based thematic maps, shifting weighting factors General Counsel Approved Version 4/2/15 11 UTIL 1590 for sensitivity analysis, and setting up rehabilitation phasing. One or more lnnovyze staff will participate in the workshop. Travel costs are included in the fixed price for the contract. No additional costs for travel will be billed. Testing will be conducted at the end of the workshop to ensure lnfoMaster Suite is up and running. After the training, the city will finalize its review and give feedback to lnnovyze on anything that needs to be changed. lnnovyze will use the city's feedback to finalize the lnfoMaster Water and Sewer Model. Assumptions: • The city will provide a training room, ArcGIS licenses and computers for up to eight staff members. • lnnovyze will provide any necessary temporary lnnovyze training licenses, training material, class lectures and example files for up to eight staff members at no additional cost. Task 3 Deliverables: • Training agenda • Training materials • Temporary training licenses for lnfoMaster Suite • Final lnfoMaster Water and Sewer Model Project Exclusions: The following items are not included in this scope of work: • Field verification of any data (such as material, diameter, etc.). • Setup of lnfoMaster Suite for any asset other than water and sewer pipelines. • Verification of the accuracy of any GIS data. • Determination of lnfoMaster water and sewer multipliers (weighting factors), exponents, and/or CoF and LoF upper and lower boundary percentages. • Provision of computers or ArcGIS software licenses for the workshop. • Permanent lnfoMaster Suite software license(s). • PACP evaluation or engineering coding of footage. Payment Terms: • lnnovyze will invoice Carlsbad monthly based on percentage completed per month. • Invoices will include the task, the percentage completed and a description of the work completed during the invoice period. General Counsel Approved Version 4/2/15 12 UTIL 1590 • Carlsbad reserves the right to withhold 10% of the contract cost ($2,750) until the project is accepted. Acceptance occurs when: o lnnovyze has successfully installed and configured lnfoMaster Suite in Carlsbad's environment and completed training; o lnnovyze has incorporated the city's post-training feedback and delivered the final lnfoMaster Water and Sewer Model. Implementation Costs: Professional Services: Lump Sum Cost Task 1 -Existing Systems Review $ 7,500.00 Task 2 -lnfoMaster Water & Sewer Setup $10,000.00 Task 3 -On-site Implementation & TraininQ $10,000.00 Total Professional Services: $27,500.00 General Counsel Approved Version 4/2/15 13