Loading...
HomeMy WebLinkAboutProteus Consulting; 2017-05-23; UTIL1573AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR CAPITAL IMPROVEMENT PROJECT MANAGEMENT SERVICES PROTEUS CONSULTING UTIL 1573 ~his Amendment No. 1 is entered into and effective as of the L ,:;'Jt_ day of ~ (\ \ , 2018, extending and amending the agreement dated May 23, 2017 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Proteus Consulting, a California corporation ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to alter the Agreement's scope of work to extend and fund the Agreement for a period of one (1) year; and 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 May 22, 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 /II /II /II /II /II /II /II City Attorney Approved Version 1/30/13 UTIL 1573 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 CITY OF CARLSBAD, a municipal PROTEUS CONSUL TING, a California corporation of the State of California corporation Byt~ ~~ By: Jt:!f td:.. Director ~OMA l?HADRA, PR&SIDE~-H /cEo (print name/title) ' By: (sign here) 5 I-/ A DRA, '5&C~tT A R._y (print name/title) 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: _v/4......___-"'-"~~""""--""'--""-""--- Deputy City Attorney City Attorney Approved Version 1 /30/13 2 ACORD9 CERTIFICATE OF LIABILRY INSURANCE I DATE (MWDD/YYYY) .___..., 4/16/2018 THIS CERTIFICATE IS ISSlED AS A MATIER OF N=ORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTFICATE HOLDER. THIS CER11FICATE DOES NOT AFFRMA11VEL Y OR NEGATIVELY ANEND, EXIEND OR ALTER TitE COVERAGE AFFORDED BY 1IE POLICES BELOW. THIS CER11FICATE OF INS~E DOES NOT CONSTITU1'E A CONTRACT BE1WEEN 1IE ISSUING NSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERIFICATE HOLDER. IMPORTANT: If the certificale holder is an ADDRIONAL INSURED, the policy(ies) must have ADDRIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the tams and conditions of the policy, ca1aln polides may require an endorsement. A stalieme11t on this certificale does not confer rights to the ca1Hicale holder in lieu of such end .. ~s). PRODUCER =.ACT McKenzie Martonik CA Lie 0L63527 Hall & Company ~ ....... 360-626-2023 I fffc. Nol: 360-598-3103 NE Insurance Services 19660 10th Ave NE ~ mmartoniktaihallandcompanv.com Poulsbo WA 98370 NILRERIS) AFFORmlG COVERAGE NAIC# INS-A: Atlantic Specialty Insurance Company 27154 NIURED 20853 ~a, RLI INSURANCE COMPANY 13056 Proteus Consulting ~c, 4849 Ronson Court, Suite 208 San Diego CA 92111 ~D: ~E: INS-F: COVERAGES CERTFICATE NUNIBER: 625974257 REVISION NUNIBER: 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. -ADDI. -POLICYEFF POLICYEXP LTR TYPEOFINSlalANCE ,-, ...... POLICYNUIEER . LMTS B X COWtERCIAL GEIIERAL LIABLRY PSB0006793 1/18/2018 1/18/2019 EACH OCCURRENCE $1,000,000 -~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence l $1,000,000 ~ MED EXP (Any one pen;on) $10,000 PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl POLICY 0 ~r& D LOC PRODUCTS -COMP/OP AGG $2,000,000 OTHER: $ B AUIOMOBLE LIABUIY PSB0006793 1/18/2018 1/18/2019 ~~~~~~~1~1NGLE LIMIT $ 1000000 f-- ANY AUTO BODILY INJURY (Per pen;on) $ f--OWNED -SCHEDULED BODILY INJURY (Per accident) $ f--AUTOS ONLY x AUTOS X HIRED NON-OWNED /p~~~~:J.;;.RAMAGE $ ~ AUTOS ONLY -AUTOS ONLY $ ~UAB H OCCUR EACH OCCURRENCE $ f-- EXCESSLIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ B WORKERSCOM'ENSA110N PSW0003812 1/1812018 1/18/2019 X I ~'i%uTE I I OTH- AM> EIIW'LOYERS" UABUIY ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE D NIA E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ~Inlet) E.L. DISEASE -EA EMPLOYEE $1,000,000 g~;M1i.s-m~N ~}d5'PERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A Professional Liab;Clalms Made DPL617817 1/4/2017 1/4/2019 $1,000,000 Per Claim $1,000,000 Aggregate DESCRPIIONOF OPERATIONS/ LOCATIONS/ VENCLES (ACORD 101, Addlllanal ~ Schedule, may beallached lfmarespa:els required) The certificate holder is an additional insured per the attached. CER'IFICATE HOLDER City of Carlsbad 5950 El Camino Real Carlsbad CA 92008 I ACORD 25 (2016'03) CANCELLATION SHOULD AH'f OF 1HE ABOVE DESCRBED POLICES BE CANCELLED BEFORE 1HE EXPIRATION DA1E 1HEREOF1 NOTICE WU. BE DELIVERED IN ACCORDANCE WrTHlHE POLICY PROVISIONS. A~.,--A11\IE . i r; ""t ~cl"-(__;;...V{t~t,'--<:v"" ' : '\.,,, © 1988-2015 ACORD CORPORATION. All rights n!Sf!f'VSd. 1he ACORD name and logo are registiered marks of ACORD ./ WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC040306 (Ed.4-84) WAIVER OF OUR RIGHI' TO RECOVER FROM OTIERS EN>ORSENENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be __ 2 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description All persons or organizations that are pariy to a contract that Jobs performed for any person or organization that you requires you to obtain this agreement, provided you executed have agreed with in a written contract to provide this the contract before the loss. agreement. This endorsement changes the policy to which it i5 attached and is effective on the date issued unless otherwise stated. {The lnformallon below ls required only1M1el'I this endorsement Is Issued subsequent ti, preparation of the pollcy.) Endorsement Effective 0 1-18-2017 Insured Proteus Consulting Policy No. PSW0003812 Insurance Company RU Insurance Company Endorsement No. Countersigned By ______________________ _ ©19!11 by the Workers' Compensation Insurance Rating lkrlBI of Callfomi& All rights reserved. Policy Number: PSB0006793 Named Insured: Proteus Consulting RU Insurance Company 1HIS ENDORSEMENT CHANGES TIE POLICY. PLEASE READ Ir CAREFIA.LY. RLIPack® FOR PROFESSIONALS BLANKET ADDfflONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM-SECTION II-LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Uability And Mecfacall Expa,ses Umits of lnsuraace. 3. The following is added to SECTION • H.2. other lnsuraace -COMMON POLICY CONDfflONS (Bur APPLICABLE ONLY TO SECTION I - LIABLITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION DI K. 2. Traasfer of Rights of Rec:ovay Against Others to Us -CONIIIION POLICY CONDfflONS (Bur APPLICABLE TO ONLY TO SECTION U - LIABLITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTIER TERMS AND CONDfflONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 0212 Page 1 of 1 WANER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s ). Requested by:_D_av_id_H_ull_, u_ril_ilie_s _____________________ _ 5/1/17 (Name and Department) (Date) Proposed modification( s) to the _ge_n_er_al _ua_bil_iry _____ requirement( s) for Proteus Consulting for CIP Implementation Services (Type of insurance) (Name of contract) Iii] Reduce coverage to the amount of: $ General Liability to $1 M/$2M D Waive coverage D Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) OSignificance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] _, _____ _ lii]Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] The Contractor Is a small business with low overhead and Is able to complete the scope within a more reasonable price compared to alternative firms. lii]Contract Amount/Term of Contract: $_$3_5_,00_0 _____ • Work will be completed over a period of one year OProfessional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. ___________________________ _ lii]Other (e.g. explain why exposw·es are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): In addition to !he above, this contract only has an upper limit value of $35,000 and thus exposure will be minimal. The scope of the work Is low risk and low dollar value. Approved by Risk Manager for this contract only: H:\WORD\Insurance\Admin Order #68.doc 06/15/2006 (Signature) 27 ~----I ---I '7- (Date) UTIL 1573 AGREEMENT FOR CAPITAL IMPROVEMENT PROJECT MANAGEMENT SERVICES PROTEUS CONSULTING THIS AGREEMENT is made and entered into as of the Z.. ~ a{ day of --...L..::="l-------,--------...........,..=' 2017, by and between the CITY OF CARLSBAD, a municipal "City"), and PROTEUS CONSULTING, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consulting firm that is experienced in water and wastewater engineering and management consulting. B. Contractor has the necessary experience in providing professional services and advice related to Capitol Improvement Project (CIP) contract implementation and management, interzonal metering analysis and contract document review and improvement. C. Contractor 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 Contractor agree as follows: 1. SCOPE OF WORK City 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. 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 two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor'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 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 shall not exceed 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 1573 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 City. Contractor 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 Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City 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 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 Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City 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 City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City 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 City. 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 City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor 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 attorney's fees arising out of the performance of the work described herein caused by any 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 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. 1 0. 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 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 City Attorney Approved Version 4/1/15 2 UTIL 1573 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. Contractor 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 Contractor's indemnification obligations under this Agreement. City, 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 the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $1,000,000 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. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 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 City's satisfaction, a declaration stating this. 1 0.1.4 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. 1 0.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 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, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase 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 City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved Version 4/1/15 3 UTIL 1573 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 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 City 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 City. 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 City. 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 City and Contractor 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 Contractor under this Agreement. For City Name Title David Hull Assistant Engineer Department Public Works, Utilities City of Carlsbad Address 5950 El Camino Real Carlsbad, CA 92008 Phone No. 760-603-7322 For Contractor Name Title Address Soma Bhadra CEO 4849 Ronson Court, Suite 208 San Diego, CA 92111 Phone No. 858-353-2805 Email soma@consult-proteus.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. 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. City Attorney Approved Version 4/1/15 4 UTIL 1573 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 whose services are 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 the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor 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 (1 0) 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 Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor 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 Contractor. Upon notification of termination, Contractor 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 Contractor 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, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. 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. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. 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 City Attorney Approved Version 4/1/15 5 UTIL 1573 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, Contractor 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. Contractor acknowledges that if a false claim is submitted to City, 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 City 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 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 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 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 Ill Ill Ill Ill City Attorney Approved Version 4/1/15 6 UTIL 1573 26. 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 PROTEUS CONSULTING, a California corporation By:~~ CITY OF CARLSBAD, a municipal corporation of the State of California By: ~ (sign here) Elaine Lukey/P arks Director as L authorized by the City Manager _PR~E~,~~~~D~&~N~T~C_6_o_~~P~R~O_T_Eu_·~ __ (~D~~!U~JN~ (print name/title) ' (sign here) ~f;c rt;TAR.Y. PRo reu .S CoNS.ULTI t.JG, (print name/title) 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:~ DeputyCityAtt()i City Attorney Approved Version 4/1/15 7 • All-purpose Acknowledgment California only A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of S::m 0 ie~o On \'1'\o.~ '6) Qr>ll before me, Ce\~ \o\ec:AD So\ udo l \Db\nn~ personally appeared SDrtVll b\-\Odf (A who 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 in his/ her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (here insert name and title of the officer), •••••••••••••••••••••••••••••••••••••• =e = · : ""'· · CELYTIUDOSIUIDO : i . CXIII.ftl.. S.1 . liJMPUIJC·CUOIIM! · . · SNf lllGOCOUICIY • • • • 1 ..,camm~~~~on~~cp~~a tllt.flll!)tt : ...................................... Notary Seal Signature------~~~~(~~~=~------------ Description of Attached Document Type or Title of Document A91!et-~ ft2t L.of,\ill \JY\QfD\If11'VIIt £r<ljuk !Y\Qffil?fYNJ\t Sex \1·\C;eS Document Date '{'(\[!\) b I ;J.tl\] Number of Pages __ _j\l__ ________ _ Signer(s) Other Than Named Above Scanner Enabled Stores should scan this fonn I I I I Manual Submission Route to Deposit Operations DSG5350CA {Rev01-01/15) FOO 1-000DSG5350CA-O 1 • All-purpose Acknowledgment California only A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California countyof Son Die~o On \f\~ <0) ~(l 11 before me, Cc:\~ \o\edo SCA\ucloJ nota.rij (here insert name and title of the officer), personally appeared _ ...... S~c'-lro!..l.!.!:t.AL_~D..t..b~a.ruc~A-\-\O.!.L!.--_______________________ _ who 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 in his/ her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~ .. e .................................. ~ : -. CB.YtaSIOIIUIO \: . CQIII.-i . llllfAR'IPI&IC·CMfOIIM I SMUIIEIIDCCIIIIY • • • : ._cww,.-"'*"tlltoW!Jtt : ,, ................................... . Notary Seal Signature -------W4~::____:~·~~------------- Description of Attached Document Type or Title of Document kyet'fNXI.l ¥ ~j·~\ \mVID\ttfu cl ?roy·c:A-'Mon~t DocumentDate ffi~ ~' r2D\l Number of Pages ___ 2,\ _________ _ Signer(s) Other Than Named Above Scanner Enabled Stores shoukl sam this fonn I I I I Manual Submission Route to Deposit Operations OSGSJSOCA (RevOHII/15) FOO 1-000DSG5350CA-O 1 April 21, 2017 Ms. Lindsey Stephenson Associate Engineer City of Carlsbad Public Works 5950 El Camino Real Carlsbad, CA 92008 Subject: Proposal for the City of Carlsbad CIP Project Management Services Dear Ms. Stephenson: EXHIBIT A PROTEUS Consulting is pleased to submit for your consideration our proposal for CIP Project Management Services for 2017. Ms. Soma Bhadra will lead the management of CIP projects at the City, supported by talented staff. We have been performing engineering and management consulting services for several cities and agencies in San Diego County since 2010. This includes, the City of Oceanside, City of San Diego, Olivenhain Municipal Water District, Encina Wastewater Authority, City of Escondido, etc. Over the years we have helped our clients with operations optimization, project management, regulatory compliance, grant applications and management, as well as, engineering design projects. Our team is very adept in complete life-cycle project delivery, from initial planning to final handover. Being a small firm with exceptional talent, we are extremely flexible and versatile, and can efficiently work on projects of any size. Based on discussions with City staff, the following tasks have been identified: 1. Operations and CIP Contract Implementation and Management: The City of Carlsbad Public Works has quite a few miscellaneous asset reviews and update projects lined up that needs further detail development to be included in the City's active CIP program. PROTEUS Consulting will meet with the Utilities Division's operations and maintenance (O&M) and engineering staff and identify all the specific needs for capital projects within the facilities under the purview of Public Works. This task will involve a series of meetings with personnel at various levels in the organization to get a thorough understanding of the specific requirements and to confirm project concepts and conditions in the field. Information will be collected from various sources (e.g. records, field reviews), and reviewed against the existing list of projects. New projects will be added if necessary. The existing detailed project descriptions (background, description, justification, and delivery method) will be validated and new descriptions will be created for new projects. A preliminary estimate of project cost will be developed for each identified project. Subsequently, meetings will be held with City staff to identify the best project implementation strategy as well as project priority to match the City's budget allocations. Some projects may require additional engineering that will be performed through the City's existing As-Needed contracts. Other projects may be requirements for studies, updates, or other professional services (e.g. facility condition assessment), which will be addressed by other procurement methods. PROTEUS Consulting will prepare and maintain the schedule of projects, the descriptions, and assist in implementation of the projects as directed by the City staff. 2. Interzonal Flow Metering: The City is in need of flow metering throughout its service area, however the location of these meters have not been identified. PROTEUS Consulting will work with the City's Engineering and O&M PROTEUS Consulting 4849 Ronson Court, Suite 208, San Diego CA 92111 www.consult-proteus.com Page 1 of 2 staff to identify the requirements for flow metering to aid successful operations control as well as redundancy for maintenance and other applications. Based on the review, PROTEUS Consulting will prepare a detailed project scope and layout options for design and construction. If directed by the City staff, PROTEUS Consulting may design the flowmeter implementation project. 3. Front End Documents Review: PROTEUS Consulting will perform a review of the City's existing Front End documents for both Design-Bid-Build and Design-Build projects and provide recommendations for changes. Review shall be against the latest edition of the Greenbook: Standard Specifications for Public Works Construction. Included with this letter is the rate schedule valid for the duration of this contract, with the understanding of a not- to-exceed limit of $35,000. Billing will be on time and materials expended. All submissions made to the City will be in electronic format. Expenditures will be monitored and communicated with the City's Project Manager on a regular basis. Reprographics has not been included in this scope of work. If needed, reprographics (including mylar printing) will be charged at cost. Resident engineer/construction management is not included. For the purposes of this proposal, reasonable assumptions as to the anticipated level of effort have been made for the tasks, and a approximate budget for the individual tasks is presented below: Task 1: Operations and CIP Contract Implementation and Management-$19,400 Task 2: Interzonal Flow Metering-$9,400 Task 3: Front End Documents Review-$6,200 Thank you for the opportunity to work for the City of Carlsbad. Should you have any questions, please contact the undersigned, who is authorized to obligate the firm. Sincerely, ' ' ( :.,_{:\_ /. ,."'-~ ~ Soma Bhadra, PE CEO, PROTEUS Consulting Ph: 858 353 2805 Email: soma@consult-proteus.com PROTEUS Consulting is a minority and woman-owned, small disadvantaged business. Enclosures: (1) 2017 PROTEUS Consulting Rate Schedule PROTEUS Consulting 4849 Ronson Court, Suite 208, San Diego CA 92111 www.consult-proteus.com Page 2 of 2 STANDARD SCHEDULE OF CHARGES Effective January 1, 2017 Engineering Grants I Permitting Project Manager $210.00/hr Manager $170.00/hr Senior Engineer II $185.00/hr Senior Writer $155.00/hr Senior Engineer I $175.00/hr Coordinator $145.00/hr Project Engineer Ill $160.00/hr Administrator $130.00/hr Project Engineer II $150.00/hr Project Engineer I $140.00/hr Office Technical Analyst $155.00/hr 3D Graphic Artist $150.00/hr Business Analyst $155.00/hr Graphic Artist $140.00/hr Senior Designer $145.00/hr Senior Writer $155.00/hr Designer $135.00/hr Technical Editor $130.00/hr Assistant Designer $125.00/hr Clerical Administration $ 85.00/hr Forensic Engineering -Court appearances, depositions, and interrogatories as expert witness will be billed at 2.00 times normal rates. Emergency and Holidays-Minimum charge of two hours will be billed at 1. 75 times the normal rate. Material and Outside Services-Subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc., are charged at 1.15 times the direct cost. Travel Expenses -Mileage is billed at the Federal IRS rates per mile. Per diem where overnight stay is involved is charged at cost. Invoices, Late Charges. -All fees will be billed to Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paid within thirty (30) days from the date of the invoice. Client agrees to pay a monthly late charge equal to one percent (1%) per month of the outstanding balance until paid in full. 4849 Ronson Court, Suite 208, San Diego, California 92111 Phone: +1 858 353 2805 Email: soma@consult-proteus.com