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Water Systems Consulting Inc; 2018-11-28; PSA19-600CA
PSA19-600CA General Counsel Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 PROJECT NO. 39041 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Water Systems Consulting, Inc., a California corporation ("Contractor") and 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, referred to as ("CMWD"), dated November 28, 2018 (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide water engineering in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated 7/1/2020, (“proposal”), attached as Appendix "A" for the Downtown And Terramar Small Diameter Water Main Replacement, (the “Project"). The Project services shall include design services. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the Executive Manager or General Manager and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within ten (10) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within three hundred sixty-five (365) calendar days thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on calendar days. Appendix "A", attached, prepared by Contractor and reviewed by CMWD, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of CMWD through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice CMWD for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $126,220. DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED August 10, 2020 PSA19-600CA General Counsel Approved Version 7/19/17 2 4. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED PSA19-600CA General Counsel Approved Version 7/19/17 3 TABLE 1 FEE ALLOTMENT DESIGN SERVICES TASK GROUP TIME & MATERIALS Task 0 – Project Management $8,470 Task 1 – Meetings $4,935 Task 2 – Preliminary Engineering $44,700 Task 3 – Construction Documents $49,375 Task 4 – Bid Phase Support $3,300 Task 5 – Construction Phase Support $15,440 TOTAL (Not-to-Exceed) $126,220 CONTRACTOR Water Systems Consulting, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Jeffery Mitchell Szytel, President Jeffery Mitchell Szytel, Secretary (print name/title) (print name/title) jszytel@wsc-inc.com jszytel@wsc-inc.com (e-mail address) (e-mail address) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, president or vice-president Column 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. 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: ________________________________ Date: _________________________ Scott Chadwick, Executive Manager APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: _____________________________ Assistant General Counsel DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED August 10, 2020 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED July 1st, 2020 Stephen Kash, P.E. Senior Engineer City of Carlsbad Public Works 5950 El Camino Real Carlsbad, CA 92008 Delivered via Email SUBJECT: PROPOSAL TO PROVIDE DESIGN AND CONSTRUCTION MANAGEMENT SERVICES FOR THE DOWNTOWN AND TERRAMAR SMALL DIAMETER WATER MAIN REPLACEMENT PROJECT Dear Stephen, Water Systems Consulting, Inc. (WSC) is pleased to present this proposal for design and construction management services for the CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project (Project). As the project title describes, the Project is located within the City of Carlsbad (City) within the Downtown and Terramar area. The project includes replacing approximately 4,500 linear feet of existing 4‐inch and 6‐inch water mains with new 8‐inch PVC pipeline on State Street Alley, Juniper Ave, Hemlock Ave, Garfield Street, Tierra Del Oro Street, and Shore Drive as described in the City provided CIP 3904‐C Concept Exhibit. The replacement mains will be installed within the street or alley right‐of‐way, along with new line side customer services tie‐ins, meter boxes, valves, fire hydrants, and existing system connections. The existing mains and customer services will be disconnected from the water system and removed, with the exception of Tierra Del Oro Street where the City desires the existing watermain be abandoned in place. The proposal includes a scope of work and fee breakdown. We welcome the opportunity to discuss our proposal with you in more detail, and to answer any questions you may have. Feel free to contact Kirsten at (858) 397‐2617 ext. 304 or Christopher at (909) 483‐3200 ext. 203. You can also email us at kplonka@wsc‐inc.com or cdeiter@wsc‐inc.com Thank you again for this opportunity, we look forward to your response. Sincerely, Water Systems Consulting, Inc. Christopher Deiter, PE Project Manager 9375 Archibald Avenue, Suite 200 Rancho Cucamonga, CA 91730 Kirsten Plonka, PE Principal in Charge 9815 Carroll Canyon Road, Suite 2054 San Diego, CA 92131 DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works Scope of Work TASK 0.0 PROJECT MANAGEMENT 0.1 Project Administration & Coordination Setup and manage subconsultant agreements. Provide project administration and coordination during the project. Prepare and review monthly invoices with project status updates describing the work performed during the previous month. Provide comprehensive quality control reviews of deliverables by WSC senior technical staff prior to submittal to the City for review. TASK 1.0 MEETINGS 1.1 Kick‐Off Meeting WSC will plan, organize and conduct one (1) kickoff meeting and site visit. The purpose of the Kick‐off Meeting will be to: (1) Establish roles and responsibilities (2) Review scope, schedule and deliverables (3) Review available data and establish data needs (4) Discuss City preferences for design plans and Technical Specifications. The purpose of the site visit will be to gather relevant data and pictures of the planned sites. 1.2 30% Design Review Conference Call WSC will plan, organize and conduct a 30% Design Review Conference Call utilizing Microsoft Teams to facilitate collaboration and discussion. The purpose of the call will be to discuss the 30% Design, technical specification outline, and cost opinion. It is anticipated that the meeting will be held two (2) weeks after the 30% Deliverables are submitted. Discussion topics will include the proposed pipeline alignment, utility conflicts, design potholing (if necessary), points of connection, stubs for future mainline extension, confirmation of segments slated for abandonment, confirmation of the services slated for replacement, technical specification preferences, cost concerns and any other comments or preferences the City would like to incorporate. WSC will provide Draft agendas prior to the meeting. The review will be followed by a discussion of the next steps and review of the design completion schedule. 1.3 60% Design Review Workshop WSC will plan, organize and conduct the 60% Design Review Workshop. The purpose of the meeting will be to discuss the 60% Design, technical specifications, and cost estimate. It is anticipated that the meeting will be held two (2) weeks after the 60% Deliverables are submitted. A draft meeting agenda will be provided prior to the meeting. WSC will bring hard copies of plan set, technical specifications, and cost opinion to the workshop. The review will be followed by a discussion of the next steps and review of the design completion schedule. DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works WSC will conduct a site visit of the project area with City Staff, if available, to verify the information depicted on the utility location maps and plan set, where possible. Additional evidence of existing utilities or necessary corrections observed during the site visit will be field measured and the drawings will be updated. 1.4 90% Design Review Conference Call WSC will plan, organize and conduct the 90% Design Review Conference Call utilizing Microsoft Teams to facilitate collaboration and discussion. The purpose of the call will be to discuss the 90% Design, technical specifications, and cost estimate. It is anticipated that the meeting will be held two (2) weeks after the 90% Deliverables are submitted. A draft meeting agenda will be provided prior to the meeting. The review will be followed by a discussion of the next steps and review of the design completion schedule. TASK 2.0 PRELIMINARY ENGINEERING 2.1 Data Collection and Review WSC will gather and review record maps of existing and proposed City water, sewer, and storm drain facilities and maps. It is assumed that the City will provide digital copies of all available record drawings within the project area within two (2) weeks of request. 2.2 Utility Research WSC will investigate utilities in the project area. The project area likely contains multiple utilities including water mains, sewer mains, storm drains, gas mains, communication lines, overhead and underground electrical facilities. WSC will obtain a list of utilities that may have facilities in the project area from DigAlert and prepare and distribute record drawing request letters to each utility listed. Based upon the responses and record drawings received, WSC will plot existing facilities on our base map, using surface features as identified on the topographic survey to help refine the location. Existing utilities will be depicted on the project base map to Level C as defined in ASCE Standard 38‐02. Based on prior experience, WSC anticipates requesting plans from the following utility companies in addition to the City of Carlsbad: AT&T, Verizon, SC Gas, SD G&E, and Spectrum. 2.3 Survey, Base Map Preparation WSC’s surveying subconsultant, Right‐Of‐Way Engineering Services, Inc. (ROW), will be our survey partner for this project. ROW will perform the following tasks in support of the Project: Conduct record map research with the County of San Diego and the City of Carlsbad to identify boundary monuments within the Project area. Locate and tie‐in record monuments to orient record property boundaries, street centerlines and right of way lines along with identifying existing monuments that may be destroyed by construction. Establish NAD 83 horizontal and NGVD 29 vertical control on each project site based on the City of Carlsbad control. DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works Detailed field topographic survey along the 6 alignments from extending 50’ beyond the point of connection when possible. (1) State Street Alley – CVD to Grand (500 L.F.) (2) Juniper Ave. – Carlsbad Blvd. to Garfield (500 L.F.) (3) Hemlock Ave. – Carlsbad Blvd. to Garfield (500 L.F.) (4) Garfield St. – Chinquapin to Olive (850 L.F.) (5) Tierra Del Oro – Carlsbad Blvd. (900 L.F.) (6) Shore Drive – Carlsbad Blvd. (1,250 L.F.) Topography will include: visible trench lines, storm drain catch, basins, existing manholes with detailed pipe sizes and invert elevations. All curb, gutter, lip, driveways, walls, walks, concrete, asphalt, and surface utilities will also be included. Base Map preparation at 1”= 20’ feet with 1’ contours, existing property lines and right of way lines. Utilities will be plotted based on as‐built plans, surface utility locations and available markings. TASK 3.0 CONSTRUCTION DOCUMENTS 3.1 Design Plans WSC will prepare plans at 40 scale including profile for approximately 4,500 LF of 8‐inch pipeline. Plan sets will be on 22” x 34” paper, and the presentation and layout of the plans will consider the functionality of half‐size (11” x 17”) plans. The plans will include the sheets shown in the preliminary sheet list below and will include the following elements: (1) Base mapping using the survey data, record drawings obtained from utility companies, data obtained from the initial site walk, along with aerial and street view imagery available in the public domain. (2) Existing pipelines to be either abandoned in place or removed depending on City preference and new pipelines located in street or alley right of way. (3) Horizontal alignment of proposed pipelines dimensioned offset from relevant features (such as right‐of‐way and other relevant utilities) with coordinates tied to local control as appropriate. (4) Connections to the existing system and the existing mains to be abandoned in plan and profile view. (5) Locations of the existing customer services. (6) Locations for shut‐off valves, fire hydrants, blow off valves, air and vacuum release valves, or other relevant water system appurtenance. (7) Pipe centerline stationing to identify the locations of pertinent features on the plan and profile view as well as to aid in collecting accurate as‐built information during construction. DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works (8) All horizontal and vertical bends labeled. (9) Connection Details showing the proposed valves, reducers, and couplers to be used to connect the proposed water lines to the existing mains (10) Applicable City Standard Drawings WSC will prepare the sheets of the Plan Set for the 30%, 60%, 90%, and Final Bid Set submittals per the Preliminary Sheet List below. For each submittal, WSC will deliver plan sheets according to the Deliverables Table shown below. 3.2 Specifications WSC will prepare technical specifications in CSI format using WSC’s standard technical specifications. WSC will incorporate supplemental content from City standard specifications, as appropriate, to conform to City design standards and preferences. WSC will utilize City Front End Documents, General Conditions, and Supplemental Provisions. Contract documents will require the contractor to prepare a site‐specific Work Plan, Tier 2 Storm Water Pollution Prevention Plan (SWPPP), and traffic control plans utilizing City traffic control plan template. Contract documents will also require contractor to prepare shoring plans for any locations, if any, where depth of construction is greater than 5 ft. The anticipated specifications are shown in the Specification Section list below with their completion level for 30%, 60%, 90%, and Final Bid Set. 3.3 Opinion of Probable Cost WSC will prepare and submit an opinion of probable construction cost with the 90% and Final Bid Set design submittals. Accuracy of the cost opinion will vary with the level of submittal as indicated in the Deliverable Section below. The cost opinion will be based on AACE International cost estimate classifications. 3.4 DDW Water Main Separation Waivers Waterworks Standards in the California Code of Regulations (CCR) Title 22, Chapter 16, Section 64572 for new construction describe the horizontal and vertical separation criteria requirements for water mains. All proposed potable water mains which do not meet the separation criteria must receive clearance from the State Water Resources Control Board Division of Drinking Water (DDW). It is likely that DDW waivers will be required for some of the segments within the Project. WSC will prepare waiver application packages for the various projects, as required, which demonstrate to DDW that the proposed alignment provides at least the same level of protection to public health as the standard separation requirements. It is assumed that we will prepare for one waiver package for all segments and locations requiring waivers under the Project. DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works DELIVERABLES For each submittal, it is anticipated that the City will review the submittal within two-weeks and return one consolidated set of comments. The comments will be discussed during that submittal’s Design Review Meeting or Conference Call. DESIGN SUBMITTALS 30% DESIGN SUBMITTAL WSC will utilize the information from the site investigation and topographic survey to prepare a 30% Plan Set, Technical Specifications Outline, and Opinion of Cost for the 30% Design Submittal. The 30% Plan Set will include the basemap, with utility placement, preliminary alignment selection with existing ground and utility crossing shown. The required technical specifications will be outlined without specific text. DELIVERABLES - 30% Plans Set in PDF format - 30% Technical Specification outline in PDF format 60% DESIGN SUBMITTAL WSC will incorporate comments from the 30% Design Review Conference Call and prepare updated Plan Set, Technical Specifications, and Opinion of Cost for the 60% Design Submittal. The 60% Plan Set which include vertical profiles, pipeline appurtenances, and draft connection details. The technical specifications will be provided without full bid quantities and project dates. DELIVERABLES: - 60% Plans Set in PDF format - 60% Technical Specifications in PDF format 90% DESIGN SUBMITTAL WSC will incorporate comments from the 60% Design Review Workshop along with observation from the site walk. We will prepare updated Plan Set, Technical Specifications, and Opinion of Cost. The 90% Plan set will include features identified in Section 3.1. The Technical Specifications will be provided with all quantities and dates filled in. The opinion of cost will be equivalent to AACE Class 2. DELIVERABLES: - 90% Plans Set in PDF format - 90% Technical Specifications in PDF format - AACE Class 2 Cost Opinion in PDF format FINAL BID SET SUBMITTAL Once approved by City, WSC will provide plans and specifications signed and stamped by the Engineer of Record labeled “Bid Set – Not for Construction” for distribution by the City during the Bid Phase of the Project. The Final Bid Design Submittal will also include an opinion of cost equivalent to AACE Class 1 accuracy. The pdf digital copies of the plans and specifications will be suitable for reproduction by a local printer for distribution to prospective bidders. DELIVERABLES: - Digital copies of documents in PDF format - Design files AutoCAD DWG format DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works Preliminary Sheet List: # Name 30% Submittal 60% Submittal 90% Submittal Final Bid Docs General 1 Title and Sheet Index Prelim Update Update Final 2 Notes Prelim Update Update Final 3 Legend and Abbreviations Prelim Update Update Final 4 Key Map Prelim Update Update Final Waterline Plan and Profile 5 State Street Alley Prelim Update Update Final 6 Juniper Avenue Prelim Update Update Final 7 Hemlock Avenue Prelim Update Update Final 8 Garfield Street Prelim Update Update Final 9 Tierra Del Oro Sheet 1 Prelim Update Update Final 10 Shore Drive Sheet 1 Prelim Update Update Final 11 Shore Drive Sheet 2 ‐ Prelim Update Final 12 Connection Details 1 ‐ Prelim Update Final 13 Connection Details 2 ‐ Prelim Update Final 14 Connection Details 3 ‐ Prelim Update Final 15 Standard Drawings 1 ‐ Prelim Update Final 16 Standard Drawings 1 ‐ Prelim Update Final Specification Section List* Division Section 30% Submittal 60% Submittal 90% Submittal Final Bid Docs SPECIFICATIONS GROUP DIVISION 01 – GENERAL REQUIREMENTS 01 10 00 SUMMARY Prelim Update Update Final 01 20 00 PRICE AND PAYMENT PROCEDURES Prelim Update Update Final 01 25 00 SUBSTITUTION PROCEDURES Prelim Update Update Final 01 30 00 ADMINISTRATIVE REQUIREMENTS Prelim Update Update Final 01 33 00 SUBMITTAL PROCEDURES Prelim Update Update Final 01 40 00 QUALITY REQUIREMENTS Prelim Update Update Final 01 50 00 TEMPORARY FACILITIES AND CONTROLS Prelim Update Update Final 01 55 26 TRAFFIC CONTROL Prelim Update Update Final 01 57 23 TEMPORARY STORM WATER POLLUTION CONTROL Prelim Update Update Final DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works 01 60 00 PRODUCT REQUIREMENTS Prelim Update Update Final 01 70 00 EXECUTION AND CLOSEOUT REQUIREMENTS Prelim Update Update Final DIVISION 02 – PROTECTION OF UTILITIES 02 01 20 PROTECTING EXISTING UNDERGROUND UTILITIES Prelim Update Update Final DIVISION 31 ‐ EARTHWORK 31 05 13 SOILS FOR EARTHWORK Prelim Update Update Final 31 05 16 AGGREGATES FOR EARTHWORK Prelim Update Update Final 31 10 00 SITE CLEARING Prelim Update Update Final 31 22 13 ROUGH GRADING Prelim Update Update Final 31 23 17 TRENCHING Prelim Update Update Final DIVISION 32 ‐ EXTERIOR IMPROVEMENTS 32 11 23 AGGREGATE BASE COURSES Prelim Update Update Final 32 12 16 ASPHALT PAVING Prelim Update Update Final DIVISION 33 ‐ UTILITIES 33 11 13 PUBLIC WATER UTILITY DISTRIBUTION PIPING Prelim Update Update Final 33 12 16 WATER UTILITY DISTRIBUTION VALVES Prelim Update Update Final 33 12 19 WATER UTILITY DISTRIBUTION FIRE HYDRANTS Prelim Update Update Final 33 13 00 DISINFECTING OF WATER UTILITY DISTRIBUTION Prelim Update Update Final *Note: Specification sections under Division 01 may be eliminated if City of Carlsbad General Provisions and Supplemental Provisions contain the necessary information and requirements. TASK 4.0 BID PHASE SUPPORT WSC services during bidding and construction will be limited to engineering and design‐related services at the request of the City. We anticipate the following tasks will be needed to support the City during bidding: Technical design and specification clarifications Addenda Preparation and Coordination with City and Bidders Acceptability Evaluation for materials, equipment, subcontractors and suppliers proposed during the bid process. General Assistance as requested by City The budget contains an estimate of hours that may be needed to support the City during bidding but will only be utilized at the request and direction of the City. DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works TASK 5.0 CONSTRUCTION PHASE SUPPORT 5.1 Conformed Construction Documents Preparation WSC will generate conformed plans and specifications based on any addenda prepared and the executed contract. WSC will provide a digital copy (pdf), suitable for full size (22”x34”) reproduction by a local printer for distribution to the contractor, of the signed conformed plans and specifications. 5.2 General Construction Support Additional engineering design services through project completion to be provided on a time and materials basis up to budget identified in fee breakdown. Support services to be provided by WSC upon CMWD request may include the following: Respond to requests from City for clarification Review special design‐related submittals and shop drawings Provide responses to design related RFIs Package and provide design files for construction staking Construction meetings, conference calls The budget contains an estimate of hours that may be required to support the City during Construction but will only be utilized at the request and direction of the City. 5.3 Prepare Final Record Drawings Based on changes noted on the redline As‐Built drawings maintained by the Contractor and the Resident Project Representative, WSC will prepare final As‐Built Record Drawings in AutoCAD. Provide one full size hard copy of the final As‐Builts on bond paper and digital copy (pdf), suitable for full size (22”x34”) reproduction by a local printer. WSC will also provide a copy of the AutoCAD files for the Final Record Drawings. ASSUMPTIONS WSC understands that the scope of the project lies entirely within street and right‐of‐way and existing Public Utility Easements and that no easement or property acquisition is required. WSC understands that the City will handle all CEQA and encroachment permitting efforts, including fees. WSC understands that the City will be billed directly for the cost of any Bid Advertisements. City will provide construction observation and inspection. City will provide construction phase materials testing. Construction staking will be required to be provided by the Contractor. City does not desire a geotechnical investigation. Soil conditions are generally known to be paralic deposits and design will be based on assumed soil strength parameters. DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works Design Schedule Task Deliverable / Milestone Format / Copies Estimated Date ‐ Notice to Proceed PDF with electronic signatures 7/30/20* 1.2 Kick Off Meeting Meeting & Site Visit 8/4/20 2.3 Survey Completed Preliminary Basemap from Surveyor 9/1/20 3.1 30% Design Submittal PDF files via email 10/1/20 1.3 30% Design Review Conference Call Conference Call/Teams Meeting 10/15/20 3.1 60% Design Submittal PDF files via email 11/15/20 1.3 60% Design Review Workshop Meeting & Site Visit 11/23/15 3.1 90% Design Submittal PDF files via email 12/18/20 1.4 90% Design Review Conference Call Conference Call/Teams Meeting 1/5/20 3.1 Final Bid Set Submittal PDF and AutoCAD files via email 1/20/20 *Assumed NTP Date DocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED CIP 3904‐C Downtown and Terramar Small Diameter Water Main Replacement Project City of Carlsbad Public Works Budget Principal in ChargeProject ManagerAdministrative SupportProject EngineerCAD DesignerWSC Labor HoursWSC Labor FeeExpensesWSC Fee Labor Fee Total FeeKirsten PlonkaChristopher DeiterKay Merrill Patricia OlivasChristopher DurbinBilling rates, $/hr $230 $185 $110 $135 $1150Project Management0.1 Project Administration & 32 18 252 8,170$ 300$ 8,470$ 8,470$ SUBTOTAL 0 32 18 2 0 52 8,170$ 300$ 8,470$ ‐$ 8,470$ 1Meetings1.1 Kick‐Off Meeting 2 8 212 2,210$ 100$ 2,310$ 2,310$ 1.2 30% Design Review Conference Call123 455$ ‐$ 455$ 455$ 1.3 60% Design Review Workshop 8 210 1,750$ 100$ 1,850$ 1,850$ 1.4 90% Design Review Conference Call112320$ ‐$ 320$ 320$ SUBTOTAL2 18 0 7 0 274,735$ 200$ 4,935$ ‐$ 4,935$ 2Preliminary Engineering2.1 Data Collection and Review167995$ ‐$ 995$ 995$ 2.2 Utility Research424283,980$ 200$ 4,180$ 4,180$ 2.3 Survey, Base Map Preparation426970$ ‐$ 970$ 38,555$ 39,525$ SUBTOTAL09030241 5,945$ 200$ 6,145$ 38,555$ 44,700$ 3Construction Documents3.1 Design Plans7 1257 166242 30,615$ 1,200$ 31,815$ 31,815$ 3.2 Specifications4 1339568,590$ 300$ 8,890$ 8,890$ 3.3 Opinion of Probable Cost2 612203,190$ 100$ 3,290$ 3,290$ 3.4 DDW Water Main Seperation Waivers8244365,180$ 200$ 5,380$ 5,380$ SUBTOTAL13 39 0 132 170 354 47,575$ 1,800$ 49,375$ ‐$ 49,375$ 4Bid Phase Support4.1 Bid Phase Support48 12243,200$ 100$ 3,300$ 3,300$ SUBTOTAL04081224 3,200$ 100$ 3,300$ ‐$ 3,300$ 5Construction Phase Support5.1 Conformed Construction Documents Preparation288182,370$ 100$ 2,470$ 2,470$ 5.2 General Construction Support1628 6507,430$ 300$ 7,730$ 7,730$ 5.3 Prepare Final Record Drawings 2 48 24385,040$ 200$ 5,240$ 5,240$ SUBTOTAL2 22 0 44 38 106 14,840$ 600$ 15,440$ ‐$ 15,440$ COLUMN TOTALS 17 124 18 223 222 604 84,465$ 3,200$ 87,665$ 38,555$ 126,220$ Task No. Task DescriptionWSCRight‐Of‐ALL FIRMSDocuSign Envelope ID: C602C315-FE15-44F9-9EC4-17DB331787ED ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD 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 4/7/2020 License # 0E67768 (925) 660-3533 50033 13056 Water Systems Consulting, Inc. P.O. Box 4255 San Luis Obispo, CA 93403 23850 33600 11150 A 1,000,000 X X PSB0001311 4/7/2020 4/7/2021 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A X X PSA0001082 4/7/2020 4/7/2021 2,000,000B PUB717733 4/7/2020 4/7/2021 2,000,000 C X WC539S719269020 4/7/2020 4/7/2021 1,000,000 1,000,000 1,000,000 D Professional Liab.PAAEP0009104 12/6/2019 Per Claim 2,000,000 D Professional Liab.PAAEP0009104 12/6/2019 12/6/2020 Aggregate 2,000,000 RE: Master Agreement for Utilities Project Management/Capital Improvement Project All operations of the Named Insured, including the aforementioned project, if any. General Liability: City of Carlsbad is Additional Insured on Primary & Non-Contributory basis with Waiver of Subrogation included, as required by written contract. Workers' Compensation: Waiver of Subrogation is in favor of City of Carlsbad, as required by written contract. Auto Liability: City of Carlsbad is Additional Insured with Waiver of Subrogation included, as required by written contract. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668 – ECM #35050 New York, NY 10163 WATESYS-01 SEITAS IOA Insurance Services 3875 Hopyard Road Suite 200 Pleasanton, CA 94588 Jennifer Cervantes jennifer.cervantes@ioausa.com RLI Insurance Company Tokio Marine Specialty Insurance Company LM Insurance Corporation Arch Insurance Company X 12/6/2020 X X X X X PSA 19-600CA MASTER AGREEMENT FOR UTILITIES PROJECT MANAGEMENT/CAPITAL IMPROVEMENT PROJECT IMPLEMENTATION SERVICES WATER SYSTEMS CONSUL TING, INC. THIS AGREEMENT is made and entered into as of the 7-00'\ day of NowW\~ 2018, 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, hereinafter referred to as "CMWD", and Water Systems Consulting, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in utilities project management and capital improvement project implementation. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to utilities project management and capital improvement project implementation. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 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 three (3) years from December 1, 2018, through November 30, 2021. 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 Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the General Counsel Approved Version 6/12/18 PSA 19-600CA Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 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. 2 General Counsel Approved Version 6/12/18 PSA 19-600CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission 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 CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE 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 in the latest Best's Key Rating Guide of at least "AX"; 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 for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 PSA 19-600CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, 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. 4 General Counsel Approved Version 6/12/18 PSA 19-600CA 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 notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Kirsten Plonka Project Manager 805 Aerovista Place, Suite 201 San Luis Obispo, CA 93401 805-457-8833 kplonka@wsc-inc.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 categories. Yes [8J No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 PSA 19-600CA parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the 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 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 6 General Counsel Approved Version 6/12/18 PSA 19-600CA 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 ar:iy 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. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 PSA 19-600CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of ___________ , 2018. CONTRACTOR Water Systems Consulting, Inc., a ~;lifow~ (signhere) J~y Sz_-t~ ~~~ (print name/title) By: (sign here) J~J~,,,_ s~~ (print name/titfe) / CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of he C"ty of Carlsbad By: ATTEST: 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. ,···········~ ~ @ Nota~::u~l~~R~~~ornia ...;iC,:.,_o __ ~_..p __ A __ ; San Luis Obispo County q,a1rman, Commission# 2210128 esident or My Comm. Expires Aug 14, 2021 '.d .._ ________ ,.•ce-Pres1 ent Group 8 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~~ eputyGeneralo ~el 8 General Counsel Approved Version 6/12/18 PSA 19-600CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of asset management tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. lmplemenUManage Projects for Water/Recycled Water/Sewer Master Planning B. Business Process Improvements C. Front-End Support D. Data On-Boarding Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 .,,_ ~wsc :#__.....----.... _- ···•,-:ill-- -•~ WATER SYSTEMS CONSULTING, INC. PSA 19-600CA Discipline 22: Project Management/CIP f mplementation Classifications and Rates Name Labor Classification Hourly Rate Jeffery Szytel Principal $280 Jeroen Olthof Senior Engineer V $260 Joshua Reynolds Dylan Wade Justin Pickard Senior Engineer IV $245 Scott Duren Kirsten Plonka Senior Engineer Ill $230 Laine Carlson Senior Engineer II $220 Christy Stevens Senior Engineer I $210 Daniel Heimel Lianne Westberg Michael Cruikshank Senior Hydrogeologist $210 Holly Tichenor Outreach Specialist/Facilitator II $200 Christopher Malejan Associate Planner/Engineer II $185 Jasmine Diaz Associate Planner/Engineer I $175 Michael Goymerac Matthew Rodrigues Staff Planner/Engineer Ill $165 Antonia Estevez-Olea Staff Planner/Engineer II $155 Adam Rianda Rebecca Nissley Kaylie Ashton Emily lskin Staff Planner/Engineer I $145 Adam Donald Assistant Engineer $135 Kendall Stahl Brittani White Communications Support $110 10% mark-up on direct expenses Standard mileage rate $0.545 per mile (or current Federal Mileage Reimbursement Rate) Airplane mileage rate $1.21 per mile (or current Federal Airplane Mileage Reimbursement Rate) Pricing shall remain firm for the three (3) year term of the Agreement. PO Box 4255 I San Luis Obispo, CA 93403 10 www.expectwsc.com 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 Ca!mia I .. .-{~ \ ~. Cour,r of~v{l l\ ~6 U _tt1\5fD \ j _ , . n . On ~her J, ~(B before me, Ktx~ b I Mexn u I Nn±<Ary r_~l-16: Date <~ (\ ( < -.,~H re,rsert Name and Title of the Officer personally appeared -~0J:. .... _~-c....~:r_d'~16rt1_--+-_5=2~~&---....,_1-+~-<-~------------------a ame(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1············~ KAYE. MERRILL : a-Notary Public-California z i < · -San Luis Obispo County ! Commission# 2210128 My Comm. Expires Aug 14, 2021 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ---------------OPTTONAL--------------- 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: ____________________________ _ Document Date: ___________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: ________________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Trustee • Guardian or Conservator •Other: ______________ _ • Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ • ©2016 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 WATESYS-01 SIMMST ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 9/27/2018 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 ~2t!~cT Jennifer Cervantes IOA Insurance Services r.JJgN:o, Ext): (925) 660-3533 50033 FAX 3875 Hopyard Road (A/C, No): Suite 200 ioMtJ~ss: jennifer.cervantes@ioausa.com Pleasanton, CA 94588 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : RLI Insurance Company 13056 INSURED INSURER B: Tokio Marine Specialty Insurance Company 23850 Water Systems Consulting, Inc. INSURER c: Wesco Insurance Company 25011 P.O. Box 4255 INSURER D: Arch Insurance Company 11150 San Luis Obispo, CA 93403 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. INSR TYPE OF INSURANCE ADDL SUBR· POLICY NUMBER POLICY EFF POLICY EXP LIMITS I TR INSD WVD IMM/DDIYYYYl IMM/DDIYYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X X PSB0001311 04/07/2018 04/07/2019 DAMAGE TO RENTED 1,000,000 PREMISES (Ea occurrence) $ MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 POLICY X PRO-JECT LOG PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO X X PSA0001082 04/07/2018 04/07/2019 BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED ~8~oi~i~ PROPERTY DAMAGE AUTOS ONLY (Per accident) $ $ B UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 X EXCESS LIAB CLAIMS-MADE PUB625513 04/07/2018 04/07/2019 AGGREGATE $ 2,000,000 •ED RETENTION$ $ C WORKERS COMPENSATION X PER OTH- AND EMPLOYERS" LIABILITY STATUTE ER Y/N X WWC3347166 04/07/2018 04/07/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ D Professional Liab. PAAEP0009102 12/06/2017 12/06/2018 Per Claim 2,000,000 D Professional Liab. PAAEP0009102 12/06/2017 12/06/2018 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Master Agreement for Utilities Project Management/Capital Improvement Project All operations of the Named Insured, including the aforementioned project, if any. General Liability: CMWD is Additional Insured on Primary & Non-Contributory basis with Waiver of Subrogation included, as required by written contract. Workers' Compensation: Waiver of Subrogation is in favor of is, as required by written contract. Auto Liability: CMWD is Additional Insured with Waiver of Subrogation included, as required by written contract. CERTIFICATE HOLDER City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO 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 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0001311 RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR DESIGN 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 0610 Page 1 of 1 P'eticy Number: PSA0001082 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II - COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or PPA 300 03 13 "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II -COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC040306 (Ed. 04-84) 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 2% Of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. {The information below is required only when this endorsement is iuued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC040306 (Ed. 04-84) 4/7/2018 Policy No. WWC3347166 Water Systems Consulting, Inc Wesco Insurance Company Endorsement No. 0 Premium $ 25228 Countersigned by __________________ _