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HomeMy WebLinkAboutSeparation Processes Inc; 2017-06-22; UTIL1588UTIL1588 General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AGREEMENT FOR CARLSBAD WATER RECYCLING FACILITY SUPPORT SERVICES (SEPARATION PROCESSES, INC.) This Amendment No. 2 is entered into and effective as of the _________ day of __________________, 20____, extending the agreement dated June 22, 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 Separation Processes, Inc. (SPI), a California corporation (“Contractor") (collectively, the “Parties”) for Carlsbad Water Recycling Facility Support Services. RECITALS A. On August 28, 2019, the Parties executed Amendment No. 1 to the Agreement to continue optimization at the Carlsbad Recycling Facility (CWRF); and B. 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 December 21, 2020. 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. /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: F1A46396-92C7-4A30-B1A6-36C92D6D0597 19 13th December UTIL1588 General Counsel Approved Version 1/30/13 2 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 SEPARATION PROCESSES, INC. (SPI), 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: By: (sign here) Vicki V. Quiram, General Manager James C. Vickers, President (print name/title) By: (sign here) Alex Wesner, Secretary (print name/title) 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President 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 DocuSign Envelope ID: F1A46396-92C7-4A30-B1A6-36C92D6D0597 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/29/2019 License # 0E67768 (619) 788-5795 50206 (619) 574-6288 13056 Separation Processes, Inc. 3156 Lionshead Avenue, Suite 2 Carlsbad, CA 92010 20443 A 1,000,000 X X PSB0001292 11/15/2019 11/15/2020 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Deductible 0 1,000,000A X PSB0001292 11/15/2019 11/15/2020 No Co. Owned Autos 5,000,000A PSE0001227 11/15/2019 11/15/2020 5,000,000 0 A X PSW0001119 7/8/2019 7/8/2020 1,000,000 1,000,000 1,000,000 B Prof Liab/Clms Made EEH288380277 7/8/2019 Per Claim 2,000,000 B Ded.: $20k Per Claim EEH288380277 7/8/2019 7/8/2020 Aggregate 2,000,000 Re: All Operations The City of Carlsbad is Additional Insured with respect to General/Hired & Non-Owned Auto Liability per the attached endorsements as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York, NY 10163-4668 SEPAPRO-01 MCGRAWM IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 Ali Smith Ali.Smith@ioausa.com RLI Insurance Company Continental Casualty Company X 7/8/2020 X X X X X X X X X X UTIL 1588 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR CARLSBAD WATER RECYCLING FACILITY SUPPORT SERVICES SEPARATION PROCESSES, INC. (SPI) Thi Amendment No. 1 is entered into and effective as of the Z.:8,tl day of -----t.ll-4-=-lllot---...1.------' 2018, extending and amending the agreement dated June 22, 2017 ( e "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 Separation Processes, Inc. (SPI), ("Contractor") (collectively, the "Parties") for Carlsbad Water Recycling Facility Support Services. RECITALS A. The Parties desire to alter the Agreement's scope of work to continue optimization at the Carlsbad Recycling Water Facility and extend the Agreement for a period of one (1) year; and B. 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. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed fifty-six thousand one hundred two dollars ($56,102). 2. CMWD will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed twenty-seven thousand four hundred seventy-two dollars ($27,472). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 3. Contractor will complete all work described in Exhibit "A" by December 21, 2019. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. 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 General Counsel Approved Version 1/30/13 UTIL 1588 6. 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 7 (signhere) Ger-4..r 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~~~ Terry Smith,~ General Manager h1fe~im 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 1/30/13 2 August 2, 2018 Lindsey Stephenson, P.E. Associate Engineer City of Carlsbad Public Works 5950 El Camino Real Carlsbad, CA 92008 The Membrane Technology Consultants Exhibit "A" Separation Processes, Inc. 3156 Lionshead Ave., Suite 2 Carlsbad, CA 92010 Tel: 760-400-3660 Fax: 760-400-3661 www.spi-engineering.com Subject: Proposal for FY 2019 Support Services for the Carlsbad Water Recycling Facility Dear Ms. Stephenson, Thank you for the opportunity to offer our services in support of the EWA operation of the City of Carlsbad's Water Recycling Facility. SP! has direct knowledge of your facility based on our support of the UF operation in 20l7/2018 and our involvement in the design of the original recycled water facility. Additionally, SPI has extensive experience in the design and operation of municipal wastewater recycling systems using ultrafiltration and reverse osmosis. SPI is uniquely qualified to provide this support based on our years of experience providing pilot testing, design, startup, construction, and operational support services for many municipal clients employing MF/UF and RO technologies. Additionally, SPI has an intimate knowledge of the Toray/H2O designed UF system from our support of West Basin MWD which has a similar system and we are conveniently located in Carlsbad. SPI will be a valuable resource to the City and EWA operating staff by providing our independent review of system performance as well as identifying process and equipment improvements that will allow your equipment to operate successfully. We look forward to the opportunity to work with the City of Carlsbad and the Encina Wastewater Authority to help make the operation of the Carlsbad Water Recycling Facility a continuing success. If you have any questions, please feel free to give me a call. Sincerely, John Perlman Manager Membrane Support Service Cc: Gerry Filteau, SPI August 2, 2018 Proposal for Support Services for the Carlsbad Water Recycling Facility Page 2 Section 1: Project Approach The following Scope of Services assumes that SPI would work closely with the EWA staff to support the operation and performance monitoring of the one-year old UF equipment and help identify pretreatment chemicals and testing to improve the performance of the continuous backwash media filter. The following scope of services is based on a 12-month service agreement period. Our approach to the project is based on our previous experience with this and similar UF systems and our experience with testing filtration pretreatment chemicals. SCOPE 1. UF System a. Normalize and review UF system operating data Review operating data sent by the EWA staff when received including normalization of the key performance indicators. Provide process recommendations to optimize chemical cleaning dosage and frequency and provide follow-up evaluation of effectiveness b. Provide quarterly performance summary report (4 quarters) • Review Backwash and Chemically Enhanced Backwash (CEB) process sequences • Review CEB & Clean in Place (CIP) chemical dosage and step durations c. Assist with operational optimization of membrane train rotation As needed support for UF system equipment and process issues d. Review Strainer Performance Data Integrate strainer flow, backwash frequency and pressure drop data into data report Confirm that the strainer operation is meeting the warranty terms or provide documentation of failure to achieve specified operating parameters. 2. RO System Review previous action items relating to the non-operation of the RO system. Identify completed items and prioritize remaining items. 3. Poly/Alum System Provide recommendations for testing of poly/alum system to verify performance Prepare test protocol, analyze test data Prepare performance report with recommendations 4. As Needed Meetings Four meetings to be scheduled on an as needed basis to take place at the facility with EWA and SPI staff in attendance. August 2, 2018 Proposal for Support Services for the Carlsbad Water Recycling Facility Page 3 Section 2: Terms and Conditions SPI proposes to provide its services based on an hourly rate for the tasks listed above, with a not- to-exceed limit. SPI services will be billed at the following rates: Project Manager Project Engineer Engineer $207/hr $143/hr $122/hr We propose that the above services will be provided through July of 2019 following contract execution. SPI proposes the above services for a total fee as detailed in the table below. If the remaining funds on the 2017/2018 contract ($5,150.43) are carried forward, then new authorization of $27,471.57 should be added to the existing contract to extend the contract period through July of 2019. Should this proposal result in a contract, SPI would invoice monthly for actual services provided and expenses incurred. Payment of the invoice within 30 days would be appreciated. It is hoped that this proposal is of interest and we are able to support the Encina Wastewater Authority. August 2, 2018 Proposal for Support Services for the Carlsbad Water Recycling Facility Page 4 .,....,.,,----· Encina Waste Water Authority i~i='I__) Carlsbad Water Recycling Facility Membrane Support Services Engineering Fee Schedule -June 2018 Prepared by John Perlman Task PM PE Eng Total Task No. Description $207 $143 $122 Hours Subtotal 1 Ultrafiltration System Review and normalize UF system 12 0 24 36 $ 5,412 a operating data monthly Submit four quarterly reporting over 12 b months including process 8 0 48 56 $ 7,512 recommendations for CEB and CIP As needed support for UF system 8 8 16 32 $ 4,752 C equipment and process issues I d Review Strainer Performance Data 6 0 12 18 $ 2,706 Task 1 Subtotal 34 8 100 142 $20,382 2 RO System Review action items completed and prioritize remaining items 2 10 0 12 $ 1,844 Task 2 Subtotal 2 10 0 12 $ 1,844 3 Poly/Alum System Provide recommendations for testing of poly/alum system to verify performance I Prepare test protocol, analyze test data 4 12 32 48 $ 6,448 Prepare performance report with recommendations Task 3 Subtotal 4 12 32 48 $ 6,448 4 As Needed Meetings Four meetings to be held at the facility with EWA, and SPI staff in attendance to 12 0 12 24 $ 3,948 l be scheduled on an as needed basis Task 4 Subtotal 12 0 12 24 $ 3,948 Total Work Proposed $32,622 2017 Billed New through July Remaining Funding Budget 2018 on Contract Needed 2018/2019 $16,292.00 $15,668.25 $ 623.75 $19,758.25 $ 5,346.00 $ 4,758.99 $ 587.01 $ 1,256.99 $ 3,164.00 $ 301.50 $ 2,862.50 $ 3,585.50 $ 3,828.00 $ 2,750.83 $ 1,077.17 $ 2,870.83 $28,630.00 $23,479.57 $ 5,150.43 $ 27,471.57 SEPAPR0-01 MCGRAWM ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 7/6/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 License# OE67768 2~~!~cT Ali Smith IOA Insurance Services FlJ8,N~o, Ext): (619) 788-5795 50206 I FAX 4370 La Jolla Village Drive (A/C, No):(619) 574-6288 ·- Suite 600 ~~D~~ss: Ali.Smith@ioausa.com San Diego, CA 92122 INSURERISl AFFORDING COVERAGE NAIC# INsuRER A: RLI Insurance Comoanv 13056 INSURED INsuRER B: Continental Casualtv Comoanv 20443 Separation Processes, Inc. INSURER C: 3156 Lionshead Avenue, Suite 2 INSURER D: Carlsbad, CA 92010 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 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. l~J~ TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS ,.,~n un,n yy A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 --~ CLAIMS-MADE CK] OCCUR DAMAGE TO RENTED 1,000,000 X X PSB0001292 11/15/2017 11/15/2018 PREMISES IEa occurrence\ $ X Cont Liab/Sev of Int MED EXP (Anv one person\ $ 10,000 - PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 =7 POLICY CK] ~~T D LOC PRODUCTS· COMP/OP AGG $ 2,000,000 OTHER: Deductible $ 0 A ~TOMOBILE LIABILITY (E~~2~~~~t?NGLE LIMIT $ 1,000,000 ANY AUTO X PSB0001292 11/15/2017 11/15/2018 BODILY INJURY (Per oersonl $ --OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident\ $ --·X HIRED X ~8ta'§"m'c9 PROPERTY DAMAGE AUTOS ONLY (Per accident\ $ -X No Co. Owned Autos $ A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 5,000,000 --PSE0001227 11/15/2017 11/15/2018 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ I DED I X I RETENTION $ 0 $ A WORKERS COMPENSATION XI ~ffTUTE I I ~JH· AND EMPLOYERS' LIABILITY Y/N X PSW0001119 07/08/2018 07/08/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT ~ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $ 1,000,000 If yes, descnbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $ 1,000,000 B Prof Liab/Clms Made EEH288380277 07/08/2018 07/08/2019 Per Claim 1,000,000 B Ded.: $20k Per Claim EEH288380277 07/08/2018 07/08/2019 Aggregate 2,000,000 I DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Re: All Operations The City of Carlsbad is Additional Insured with respect to General/Hired & Non-Owned Auto Liability per the attached endorsements as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I. ~~~-tl.9.. © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ./ / Named Insured: Separation Processes. Inc. Policy Number: PSB0001292 RU Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL 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. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) 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 Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) 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 OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 0212 Page 1 of 1 Named Insured: Separation Processes, Inc. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Policy Number: PSW0001119 WC040306 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -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 __ % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss. Schedule Job Description Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. ©1998 by the Workers' Compensation Insurance Rating Bureau of Callfornla. All rights reserved. UTIL 1588 AGREEMENT FOR CARLSBAD WATER RECYCLING FACILITY SUPPORT SERVICES SEPARATION PROCESSES, INC. ,.-:-THIS AGREEMENT is made and entered into as of the 1/LvJ. day of .~ , 2017, 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 SEPARATION PROCESSES, INC., a California corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of an engineering consultant that is experienced in design and operation of recycled water treatment facilities utilizing ultrafiltration and reverse osmosis; B. Contractor has the necessary experience in providing professional services and advice related to these types of facilities. 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. 3. TERM The term of this Agreement will be effective for a period of 18 months from the date first above written. The Executive 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, 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 not exceed twenty-eight thousand six hundred thirty dollars ($28,630). 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 Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". General Counsel Approved Version 4/2/15 1 UTIL1588 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 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 line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating General Counsel Approved Version 4/2/15 2 UTIL 1588 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. 1 0.2.2 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 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. General Counsel Approved Version 4/2/15 3 UTIL1588 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. For CMWD For Contractor Name Lindse~ Ste~henson Name John Perlman Title Senior Engineer Title Manager Membrane Support Service Carlsbad Municipal Water District Address 3156 Lionshead Ave. Suite 2 Address 5950 El Camino Real Carlsbad, CA 92010 Carlsbad, CA 92008 Phone 760-400-3660 Phone 760-603-7356 E-mail ghandle~@s~i-engineering.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. 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 General Counsel Approved Version 4/2/15 4 .· UTIL 1588 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. 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 General Counsel Approved Version 4/2/15 5 '• UTIL1588 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 Ill Ill Ill Ill General Counsel Approved Version 4/2/15 6 UTIL1588 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 SEPARATION PROCESSES, INC., a California corporation • (sign here) Ger-t:Lrd.. F: I-\: e.a.u. fres~d-e_.,;.t­ (print name/tifle) By:~ (5Qf1here) ,ft:(.ey_ lJ-L s A.l ~ S ec.r~ +c.-r ~ ' (print nalne/title) 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/Pu i 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 P:· :E:R-:_~:1 :unsel By: ____ ~~~~--------~------ Deputy General Counsel General Counsel Approved Version 4/2/15 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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 ~'<"-~·,-es 0 ) on .JuDe..\':) 1 'de\':1 beforeme,N"o.n'oe\ l='ro.nco \ Mo\o.t~?o\lt C.. , Date Here Insert Name and Title of th Officer personally appeared Ge<'o..-td. l\\ \--c...o.\.1 a.~ ~\-c:,)( U..J.e~f'\e..{ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)~/are subscribed to the within instrument and acknowledged to me that helehe/they executed the same in flt&lher/their authorized capacity(ies), and that by his.£Aer/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above 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. Signature~Ll2:JLLJ.'+'!II--LZ!f22~~,P~------­ $Jg(a:;J;;!Votary Public -----------------------------OPTIONAL------------------------------ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document:--------------------------- DocumentDrue: ___________________ NumberofPages: ______ _ Signer{s) Other Than Named Above: ----------------------- Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ __ Signer's Name: ____________ _ 0 Corporate Officer -Title(s): ______ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner - 0 Limited 0 General 0 Partner - 0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator 0 Other: _____________ _ 0 Other: --------------Signer Is Representing: ________ _ Signer Is Representing: ________ _ ,;<;;'§(,"§&~c§Nr§K,~~~'@.'\R.'\R.~"%'lil<S&*-'~i"'iW$~i~i<;,"'<:l<$§~-<C~'§l<;.'<1\,<'(C11,k~'<'u<c.J<;.'<'X,'"<'X,'@.'<K.'<>X,"'£1<;'<'~'<,;;<;;&.;<;.-<X..'§c'C'i ©2016 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY {1-800-876-6827) Item #5907 June 13, 2017 Lindsey Stephenson, P .E. Associate Engineer City of Carlsbad Public Works 5950 El Camino Real Carlsbad, CA 92008 The Membrane Technology Consultants EXHIBIT A Separation Processes, Inc. 3156 Lionshead Ave., Suite 2 Carlsbad, CA 92010 Tel: 760-400-3660 Fax: 760-400-3661 www .spi -engineering. com Subject: Proposal for Support Services for the Carlsbad Water Recycling Facility Dear Ms. Stephenson, Thank you for the opportunity to offer our services in support of the EW A operation of the City of Carlsbad's Water Recycling Facility. SPI has direct knowledge of your facility based on our involvement in the design of the original recycled water facility, especially the reverse osmosis system. Additionally, SPI has extensive experience in the design and operation of municipal wastewater recycling systems using ultrafiltration and reverse osmosis. SPI is uniquely qualified to provide this support based on our years of experience providing pilot testing, design, startup, construction, and operational support services for many municipal clients employing MF/UF and RO technologies. Additionally, SPI has an intimate knowledge of the Toray/H20 designed UF system from our support of West Basin MWD which has a similar system and we are conveniently located in Carlsbad. We have revised our proposal based on your comments. We removed the assistance to the screen testing, removed as-needed services and greatly reduced the scope of the review of the Reverse Osmosis system. Four as needed quarterly meetings have been added and the contract period is extended to 18 months due to the uncertain handover date for the equipment. SPI will be a valuable resource to the City and EW A operating staff by providing our independent review of system performance as well as identifying process and equipment improvements that will allow your equipment to operate successfully. We look forward to the opportunity to work with the Encina Wastewater Authority and the City of Carlsbad to help make the operation of the Carlsbad Water Recycling Facility a continuing success. If you have any questions, please feel free to give me a call. Sincerely, John Perlman Manager Membrane Support Service Cc: Gerry Filteau, SPI June 13, 2017 Proposal for Support Services for the Carlsbad Water Recycling Facility Page 2 Section 1: Project Approach The following Scope of Services assumes that SPI would work closely with the EW A staff and the UF system supplier to support the operation and performance monitoring of the new UF equipment, and provide information on the long term storage of the out of service, reverse osmosis system. Review of the UF data and reporting would begin after final project acceptance when EW A is operating the plant. The following scope of services is based on an 18 month service agreement period to allow for a delay in handover of the equipment from the supplier. Our approach to the project is based on our initial visit to the site and discussion with Encinas staff as well as comments provided by City of Carlsbad staff. SCOPE 1. UF System a. Normalize and review UF system operating data Review operating data to date Normalize operating data weekly during the first quarter of operation by EWA (14 weeks) Provide quarterly performance summary report (4 quarters) Provide process recommendations to optimize chemical cleaning dosage and frequency and provide follow-up evaluation of effectiveness • Review Backwash and Chemically Enhanced Backwash (CEB) process sequences • Review CEB & Clean in Place (CIP) chemical dosage and step durations • Recommend specific equipment improvements to reduce biogrowth b. Assist with operational optimization of membrane train rotation Review operating data to determine optimal setpoints Review operational strategy to determine optimal train rotation 2. RO System a. Inspect all equipment and instruments Inspect all equipment and instruments Inspect RO membranes and advise how to prepare for long term storage Identify equipment that may require overhaul or replacement 3. Poly/Alum System Provide recommendations for testing of poly/alum system to verify performance Prepare test protocol, analyze test data Prepare performance report with recommendations 4. As Needed Meetings Four meetings to be scheduled on an as needed basis to take place at the facility with City of Carlsbad, EW A, and SPI staff in attendance. June 13,2017 Proposal for Support Services for the Carlsbad Water Recycling Facility Page 3 Section 2: Terms and Conditions SPI proposes to provide its services based on an hourly rate for the tasks listed above, with a not- to-exceed limit. SPI services will be billed at the following rates: Project Manager Project Engineer Engineer $201/hr $139/hr $118/hr We propose that the above services will be provided for twelve (12) months following contract execution. The contract period will cover eighteen (18) months to allow for a delay in handover of the equipment from the supplier. SPI proposes the above services for a total fee as detailed in the table below. Should this proposal result in a contract, SPI would invoice monthly for actual services provided and expenses incurred. Payment of the invoice within 30 days would be appreciated. It is hoped that this proposal is of interest and we are able to support the City of Carlsbad and Encina Wastewater Authority. City of Carlsbad & Encina Waste Water Authority e Carlsbad Water Recycling Facility Membrane Support Services Engineering Fee Schedule-June 2017 Prepared by John Perlman Task PM PE Eng Total Task No. Description $201 $139 $118 Hours Subtotal 1 Ultrafiltration System Normalize and review UF system operating data (weekly a for first quarter) w/quarterly reporting over 12 months 16 96 112 $ 14,544 and on-going process recommendations for CEB and CIP b Assist with operational optimization of membrane train rotation 4 8 12 $ 1,748 Task 1 Subtotal 20 104 124 $ 16,292 2 ROSystem a Inspect RO equipment and make long term storage 10 24 34 $ 5,346 recommendations Task 2 Subtotal 10 24 34 $ 5,346 3 Poly/Alum System Provide recommendations for testing of poly/alum system to verify performance 4 20 24 $ 3,164 Prepare test protocol, analyze test data Prepare performance report with recommendations Task 3 Subtotal 4 20 24 $ 3,164 4 As Needed Meetings Four meetings to be held at the facility with City of Carlsbad, EWA, and SPI staff in attendance to be 12 12 24 $ 3,828 scheduled on an as needed basis Task 4 Subtotal 12 12 24 $ 3,828 Total Work Proposed $28,630