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HomeMy WebLinkAboutRMC Water and Environment; 2016-07-21; UTIL1443UTIL 1443 AMENDMENT N0.1 TO EXTEND AND AMEND AGREEMENT FOR PHASE II RECYCLED WATER PROJECT DOCUMENT RETENTION SERVICES RMC WATER AND ENVIRONMENT Ji This Amendment No. 1 is entered into and effective as of the ZlvJ day of ~ , 2017, extending and amending the agreement dated July 21, 2016 (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 RMC Water and Environment, a California corporation ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to alter the Agreement's scope of work to add additional services to the existing scope of work; and B. The Parties desire to extend the Agreement for a period of one (1) year; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on July 21, 2018, on a time and materials basis not-to-exceed six thousand dollars ($6,000). 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 Ill Ill Ill Ill Ill Ill General Counsel Approved Version 1/30/13 UTIL 1443 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 RMC WATER AND ENVIRONMENT, a California corporation By: ~- 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: c Works Director 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:~~.t......=.=~~-­ Deputy General Counsel General Counsel Approved Version 1/30/13 2 RMC water end onvlronment ~ ... ~ WOODARD &CURRAN National Experience. Local Focus. CERTIFICATION OF CORPORATE AUTHORITY WOODARD & CURRAN INC. The undersigned, Bruce S .. Nicholson, Secretary of Woodard & Curran Inc. (the "Company"}, HEREBY CERTIFIES as follows: He is the duly elected Secretary of the Company, a Maine corporation. At a meeting of the Board of Directors of the Company, the following resolution was adopted: RESOLVED: That any Officer of this corporation, acting singly, be and hereby is authorized at any time and from time to time, to enter into contracts for the provision of services by the Company as follows: 1. Senior Principals are authorized up to the amount of $250,000, or as delegated. 2. Vice Presidents are authorized up to the amount of $250,000, or as delegated. 3. Senior Vice Presidents are authorized up to the amount of $1 ,000,000, or as delegated. 4. Executive Vice Presidents are authorized up to the amount of $3,000,000, or as delegated. 5. Chief Executive Officer is authorized up to the amount of $10,000,000. 6. The Company's Board of Directors must authorize contracts over the amount of $10,000,000. RESOLVED: That the Chief Executive Officer is authorized at any time to execute surety bonds in connection with the conduct of the Company's business, whether alone, or in joint venture with others not named herein. Furthermore, that the Chief Executive Officer is also authorized any time prior or subsequent to the execution of any such bonds, to execute any and all indemnity agreements, subordination agreements or any other associated agreements relating to such bonds or to any collateral that may have been or may be required to be deposited with the surety in connection with said bonds. The Chief Executive Officer's signing authority with respect to surety bonds is limited to the current levels of bonding as set forth in the Company's approved bonding agreement. Bonds above this approved amount must be authorized by the Board of Directors. According to the records of the Company in my possession as of this date, the above is a true and correct copy of said resolution, said resolution has not been amended or repealed, and is in full force and effect. According to the records of the Company in my possession as of this date, the following is a list of the duly appointed Officers of the Company and their respective management positions in the Company. Douglas J. McKeown David W. Remick Bruce S. Nicholson Chief Executive Officer and President Treasurer and Chief Financial Officer Secretary -1 - RMC water Of1d cnvlronmCill ~ .... ~ WOODARD &CURRAN National Experience. Local Focus. CERTIFICATION OF CORPORATE AUTHORITY WOODARD & CURRAN INC. CHIEF EXECUTIVE OFFICER (up to $1 0,000,000} Douglas J. McKeown EXECUTIVE VICE PRESIDENTS (up to $3,000,000, or as delegated) Chief Financial Officer David W. Remick Strategic Business Unit Leaders Joseph C. Barbagallo R. Duff Collins Michael J. Curato Karl D. Kasper Steven F. Niro Alyson Watson Chief Learning Officer Brent M. Bridges President of Consulting Phyllis Brunner SENIOR VICE PRESIDENTS (up to $1,000,000, or as delegated) Operations Leaders PauiP. Roux Patricia A. Thomes Randy E. Tome Matthew J. Yovich Technical Services Leader James D. Ekedahl Senior Area Managers Frank J. Cavaleri David W. Dedian Randolph S. Jones Marc G. Thomas Service Line Leaders Carlos J. Ayala-Diaz Thomas F. Hazlett Ill Leroy E. Kendricks, Jr Peter E. Nangeroni James J. Rivard Barry S. Sheff Douglas E. Spicuzza Thomas E. Stoughton Hugh G. Tozer Steve Clary Andy Neal -2- Business Development Leaders Brian E. Bzdawka Douglas H. Graves David R. MacDonald Jay G. Sheehan Lloyd K. Snyder Christy Kennedy National Practice Leaders John F. Bolakas Adam H. Steinman Lyndel Melton Randy Raines Dave Richardson Tom Richardson Construction Leader John A. Kitchin ~ .... ~ WOODARD &CURRAN National Experience. Local Focus. VICE PRESIDENTS (up to $250,000, or as delegated) . Senior Client Managers Chibby Alloway Glenn T. Almquist Jennifer L. Anders Alan A. Benevides Kenneth J. Bird Kenneth W. Carlson Anthony C. Catalano Daniel Garson Helen T. Gordon Hugh J. Greechan Janice M. Greenwood Jeffrey A Hamel Carol A. Harris Nicholas A Hastings Michael J. van der Heijden Stephen B. HoHman Donald P. lannicelli Daniel L. Kelley Brendan McLaughlin Scott J. Medeiros Paul Norian Patrick F. O'Hara Trina Picardi Joseph D. Shea Michael J. Cherniak Steven N. Whipple Mary E. House Lisa J. Campe James D. Wilson Donald J. Weeks Bert J. Wesley DATED December 6, 2016 Area Managers Glenn D. Burden Phillip F. Cross Michael J. Geary Michael S. Thompson Senior Technical Practice Leaders Paul A Dombrowski Michael J. Teeling Robin Cort Scott Goldman Glenn Hermanson GisaJu Enrique Lopezcalva Mike Matson Saquib Najmus Persephene St. Charles Ali Taghavi Tony Valdivia Service Line Managers Robert S. Little Jeffery C. Stearns Douglas L. Tirrell David A White VP of Health & Safety Shannon J. Eyler VP of Innovations and New Ventures Eric T. Carlson VP of Contracts and Risk Management Bruce S. Nicholson VP of Human Resources Kathleen Welter SENIOR PRINCIPALS (up to $250,000, or as delegated) ·3· Kelly V. Camp Daniel M. Wolfram Kevin R. Bethke Craig B. Deeney Jason R. House Rebecca G. Talbert Miles L. Walker ~-~ Bruce S. Nicholson, Secretary UTIL 1443 EXHIBIT "A" SCOPE OF SERVICES AND FEE Continue with assisting the Carlsbad Municipal Water District with Phase II Recycled Water Project Document Retention services. Additional money needed to finish project in an amount not to exceed $6,000. See attached table for more details. General Counsel Approved Version 1130/13 3 RMC water and environment Exhibit A: Fee Estimate Carlsbad Municipal Water District Phase II Recycled Water Project Document Retention 1. The individual hourly rates include salary, overhead and profit. 2. Other direct costs (ODCs) such as reproduction, delivery, mileage (rates will be those allowed by current IRS guidelines), and travel expenses, will be billed at actual cost plus 10%. 3. RMC may work with CMWD to adjust its hourly rate structures at the beginning of the second year, if the contract is extended beyond one year. AGREEMENT FOR PHASE II RECYCLED WATER PROJECT DOCUMENT RETENTION SERVICES (RMC WATER AND ENVIRONMENT) UTIL 1443 ?,HIS AGREEMENT is made and entered into as of the l\ ~\ day of J0 \~ , 2016, 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 RMC WATER AND ENVIRONMENT, a California corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant engineer that is experienced in managing and administering funding for recycled water projects. B. Contractor has the necessary experience in providing professional services and advice related to document retention for loans and grants. 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 Appendix "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 Executive Manager may amend the Agreement to extend it for one (1) additional one ( 1) year period 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 thousand five hundred eighty four dollars ($20,584). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Appendix "A". Incremental payments, if applicable, should be made as outlined in attached Appendix "A". General Counsel Approved Version 4/2/15 1 UTIL 1443 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. OTHERCONTRACTORS 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 attorneys' 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 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 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 General Counsel Approved Version 4/2/15 2 UTIL 1443 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 the 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. 1 0.1.1 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. 1 0.1.2 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. 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 CMWD'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 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. 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 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 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 General Counsel Approved Version 4/2/15 3 UTIL 1443 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 Name Lindsey Stephenson Title Associate Engineer Carlsbad Municipal Water District Address 5950 El Camino Real Carlsbad, CA 92008 Phone 760-438-2722 For Contractor Name Title Rosalyn Prickett Principal Address 1 0509 Vista Sorrento Pkwy, St 205 San Diego, CA 92121 Phone E-mail 858-87 5-7 400 rprickett@rmcwater. 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. General Counsel Approved Version 4/2/15 4 UTIL 1443 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 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 CMWD 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 Executive Manager. The Executive 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 Executive 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, 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 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 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. General Counsel Approved Version 4/2/15 5 UTIL 1443 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 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. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD 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 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. 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 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. 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 General Counsel Approved Version 4/2115 6 UTIL 1443 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 RMC WATER AND ENVIRONMENT, a California corporation (sign here) David L. Richardson I Sr. Vice President (print name/title) ~/y~ Stephen Clary I Secretary (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subs· iary District of the City of Carlsbad By: 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 General Counsel Approved Version 4/2/15 7 RMC water and environment July 15, 2016 Ms. Lindsey Stephenson Carlsbad Municipal Water District 1635 Faraday Avenue Carlsbad, CA 92008 RE: Proposal for Phase II Recycled Water Project Document Retention Dear Ms. Stephenson: Appendix "A" RMC Water and Environment (RMC) appreciates the opportunity to submit a proposal to assist the Carlsbad Municipal Water District (District) with Phase II Recycled Water Project Document Retention services. This proposal is based on our ongoing experience with administration of wide variety of funding-related programs, including State Revolving Fund (SRF), U.S. Bureau of Reclamation (USBR), and Integrated Regional Water Management (IRWM) grants and loans. Upon the District's request, RMC can identify potential documentation that should be retained for the District's records for the Phase II Recycled Water Project, and perform other tasks necessary to assist the District with maintaining compliance with the record-keeping requirements under loan agreements 5-721-550-0 and 04-812-550-0 between the District and the State Water Resources Control Board (SWRCB). RMC Qualifications RMC has an extensive resume of successfully preparing grant and loan applications and administering funding for agencies throughout California. Our in-depth understanding of loan and grant funding processes enables RMC to understand the nuances of administration and record- keeping for compliance with funding agreements. RMC has worked directly on many projects that were funded through grant and loan programs. Through this process, we have become familiar with standard requirements for invoicing, reporting, documentation of applicable deliverables. Through this experience, we have developed data tracking and organizational methods that would apply directly to document retention requirements for the Phase II Recycled Water Project. RMC's ability to understand appropriate document retention assistance for our clients is perhaps best illustrated by our success in administering local projects under the Department of Water Resources' IRWM Grant Program. RMC has administered 4 local projects through three rounds ofiRWM grant funding, successfully maintaining records and documenting project progress for compliance with IR WM funding agreements. 10509 Vista Sorrento Pkwy, Suite 205 San Diego, CA 92121 • 858.875.7400 • rmcwater.com Proposed Scope of Work Task 1 -Project Initiation RMC will review project information provided by the District to gain an understanding of the components included in the Phase II Recycled Water Project, which will assist RMC staff in identifying relevant documentation in the District's files. RMC will review applicable project agreements and funding contracting to refine the list of documents to retain, as well as determine the method of retention (hard copy or electronic) and duration of retention (year to destroy). RMC anticipates retained records would include the following documentation: • Project Representatives (Agreement No. 05-721-550-0, Exhibit A, Section 2; Agreement No. 04-812-550-0, Exhibit A, Section 2): documentation includes written notice by either party to change its Project Representative. • Federal or State Assistance (Agreement No. 04-812-550-0, Exhibit A, Section 7): documentation includes contracts, applications, or any other proof of reasonable efforts to secure federal assistance for funding of the Phase II Recycled Water Project. • Revenue Program (Agreement No. 05-721-550-0, Exhibit A, Section 8; Agreement No. 04-812-550-0, Exhibit A, Section 8): documentation is anticipated to include the Revenue Program submitted to SWRCB, revisions made to the Revenue Program (as applicable), SWRCB approval of the Revenue Program and revisions, and all records required to document compliance with the Revenue Program. • Insurance (Agreement No. 05-721-550-0, Exhibit A, Section 9; Agreement No. 04-812- 550-0, Exhibit A, Section 9): documentation includes insurance policy on the Phase II Recycled Water system and associated documentation and/or claims, as applicable. • Construction Contracting and Documentation (Agreement No. 05-721-550-0, Exhibit A, Section 11, A.1, A.2, A.3, A.5, A.6; Exhibit I, Section 7; Exhibit J, Section 13): documentation includes project-related contracts, scope of work for construction activities, changes to scope of work (as applicable), District and SWRCB approval of changes to scope of work (as applicable), construction completion reports, changes to schedule and/or written documentation of delays of construction (as applicable), all permits and licenses required for project construction and operation, and date project operation was initiated or capable of being initiated. • Construction Activities; Notification; Protection of Archaeological and Historical Resources (Agreement No. 05-721-550-0, Exhibit A, Section 11, A.4; Agreement No. 04- 812-550-0, Exhibit A, Section 11): documentation includes written notification of 1) substantial change in scope of the Project, 2) cessation of all major construction work anticipated to exceed 30 days, 3) any circumstance or condition expected to delay completion of the Project by 90 or more days, 4) discovery of potential archeological or historical resources (as applicable), 5) completion of construction or change in estimated completion data, and 6) date of initiation of Project operation. RMC anticipates the majority of this documentation is included in documentation of compliance with the project's Mitigation Monitoring and Reporting Program. 2 • Reports (Agreement No. 05-721-550-0, Exhibit A, Section 15; Agreement No. 04-812- 550-0, Exhibit A, Section 15): documentation includes quarterly status reports submitted during project construction, Notice to Proceed for construction, and post-completion annual reports (up to 9 years' worth), as required by the agreement. • Records (Agreement No. 05-721-550-0, Exhibit A, Section 16; Exhibit B, Section 2.3; Exhibit I, Section 4, Section 7; Agreement No. 04-812-550-0, Exhibit A, Section 16; Exhibit B, Section 2.1; Exhibit B, Section 2.3): documentation includes documentation of significant actions related to the Project, records of cash flow for the project during construction and operation (including all invoices and backup documentation), records of income attributable to the Project, final project costs (indirect and direct), tax records and documentation that may be required for federal reporting requirements, documentation of employee hours and tasks performed if a Force Account was used (e.g., employee time cards; as applicable), and SWRCB approval oflndirect Force Account costs (as applicable). • Final Project Report and Audits (Agreement No. 05-721-550-0, Exhibit A, Section 17; Agreement No. 04-812-550-0, Exhibit A, Section 17): documentation includes Final Project Summary Report, Final Cost Summary Report, project audits and associated documentation (as applicable), record of returned disallowances (as applicable). • Project Deliveries (Agreement No. 05-721-550-0, Exhibit A, Section 19; Agreement No. 04-812-550-0, Exhibit A, Section 19): documentation includes on-going record of connected recycled water users. • State Reviews (Agreement No. 05-721-550-0, Exhibit J, Section 4; Agreement No. 04- 812-550-0, Exhibit J, Section 4): documentation includes record of all SWRCB reviews of the project. • Project Data (Agreement No. 05-721-550-0, Exhibit J, Section 11;; Agreement No. 04- 812-550-0, Exhibit J, Section 11): documentation includes all data, plans, drawing, specifications, reports, computer programs, operating manuals, notes, and other written or graphic work produced for the project. • District Record of Approval: documentation would include all District Board of Director approvals and authorization of project and project-related activities, and other written approvals as appropriate. Upon refinement of the document list, RMC will meet once with District staff, including the Phase II Recycled Water Project's Project Manager, Engineer, or other appropriate staff with knowledge of the project, and the District's financial staff to confirm the proposed list of documentation and identifY specific types of files that would fulfill the identified documentation requirements. Task I Deliverables: Draft and final list of project documentation to retain, method of retention, and duration of retention. Task 2 -Document Review RMC will transport documentation to RMC offices for processing. RMC will review project documentation provided by the District, and sort documentation into "files to retain" and "files not 3 required for loan". Following the initial division of documentation into files to retain and files note required for loan, RMC will coordinate with District staff to verify documentation has been sorted appropriately. RMC will return all documentation to the District in clearly marked boxes for loan purposes, as described below. This proposal assumes there are 80 boxes of documentation, each approximately the size of a banker's box. This proposal assumes RMC will hold one meeting with the District to verify files are sorted appropriately. This effort is estimated to require a level of effort for document sorting that is consistent with the Fee Estimate provided in Exhibit A ( ~ 1.5 hours of Project Administrator time for each box). This proposal further assumes that the District will arrange for proper disposal of documentation not required for the loan, and that District staff will digitize and file documentation to retain. In the event that the District has more than 80 boxes to review, or that the District requests RMC to file or dispose of documentation as appropriate, the provided fee estimate may need to be revised. RMC will also perform general project management activities, including preparation of monthly invoices and progress reports. Task 2 Deliverables: List of documentation to retain, method of retention, and duration of retention. Documentation sorted into boxes clearly labelled as follows: 1. "Retain as Hard Copy for loan purposes through [Date}. Then comply with Carlsbad Document Retention Policy" 2. "Retain as Electronic Copy, for loan purposes through [Date}. Then comply with Carlsbad Document Retention Policy" 3. "Not required for loan; Comply with Carlsbad Document Retention Policy." Monthly progress reports and invoices. Proposed Schedule RMC proposes to complete this effort within 18 weeks of project kickoff, as shown in Table 1. Table 1: Proposed Project Schedule 4 Proposed Fee RMC proposes to provide the District with Phase II Recycled Water Project Document Retention services for a fee not to exceed $20,584 to be billed on a time and materials basis according to our 2016 standard rate sheet (attached). We are prepared to begin work on this effort upon your authorization to do so. Please do not hesitate to contact me (858-875-7420) if you have any questions about this proposal. Sincerely, Rosalyn Prickett, AICP Principal Senior Water Resources Planner 5 RMC water and environment Exhibit A: Fee Estimate Carlsbad Municipal Water District Phase II Recycled Water Project Document Retention 1. The individual hourly rates include salary, overhead and profit. 2. Other direct costs (ODCs) such as reproduction, delivery, mileage (rates will be those allowed by current IRS guidelines), and travel expenses, will be billed at actual cost plus 10%. 3. RMC may work with CMWD to adjust its hourly rate structures at the beginning of the second year, if the contract is extended beyond one year. RMC water and environment RMC Water and Environment 2016 Standard Billing Rates Billing Classifications 2016 Rates Engineer-Planner-scientist Associate EPS $ 125.00 EPS-1 $ 148.00 EPS-2 $ 166.00 EPS-3 $ 178.00 EPS-4 $ 195.00 EPS-5 $ 199.00 EPS-6 $ 216.00 EPS-7 $ 230.00 EPS-8 $ 242.00 EPS-9 $ 249.00 EPS-10 $ 266.00 EPS-11 $ 282.00 EPS-12 $ 295.00 EPS-13 $ 299.00 EPS-14 $ 308.00 Intern $ 55.00 Technician TECH-1 $ 132.00 TECH-2 $ 136.00 TECH-3 $ 141.00 TECH-4 $ 147.00 TECH-5 $ 153.00 TECH-6 $ 161.00 TECH-7 $ 163.00 Administrative AD-1 $ 96.00 AD-2 $ 100.00 AD-3 $ 110.00 AD-4 $ 120.00 AD-5 $ 132.00 AD-6 $ 144.00 AD-7 $ 150.00 Note: The individual hourly rates include salary, overhead and profit. Other direct costs (ODCs) such as reproduction, delivery, mileage (as allowed by IRS guidelines), and travel expenses will be billed at actual cost plus 1 0%. Subconsultants will be billed as actual cost plus 1 0%. RMC may work with CMWD to adjust its hourly rate structures at the beginning of the second year, if the contract is extended beyond one year.