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Home My WebLink AboutProteus Consulting; 2018-11-28; PSA19-598CAPSA19-598CA General Counsel Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Proteus Consulting, 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 project management in accordance with California State Senate Bill No. 998 and the proposal dated February 7, 2019, (“proposal”), attached as Appendix "A" for the Implementation of Senate Bill No. 998 – Water Shutoff Protection Act, (the “Project"). The Project services shall include managing and coordinating the development and implementation of an interdepartmental standard operating procedure for water service shut-offs, in compliance with Senate Bill No. 998. 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 five (5) calendar days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within five hundred fifty (550) calendar days thereafter. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Executive Manager or General Manager. 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 time and material. 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 $80,560. DocuSign Envelope ID: 0DBF8B97-AAE6-4F85-836B-F4C8E1665862 March 26, 2019 PSA19-598CA General Counsel Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT MANAGEMENT OF SB 998, WATER SHUT-OFFS COMPLIANCE TASK GROUP TIME & MATERIALS 1. Policies and Procedures Revisions $42,240.00 2. Communications/Outreach Assistance $9,840.00 3. Implementation Assistance $28,480.00 TOTAL (Not-to-Exceed) $80,560.00 CONTRACTOR: PROTEUS CONSULTING PROTEUS CONSULTING (name of Contractor) (name of Contractor) *By: By: (sign here) (sign here) Soma Bhadra, President Soma Bhadra, Secretary (print name/title) (print name/title) soma@consult-proteus.com soma@consult-proteus.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: _________________________ for Scott Chadwick, Executive Manager APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: _____________________________ Deputy General Counsel DocuSign Envelope ID: 0DBF8B97-AAE6-4F85-836B-F4C8E1665862 March 26, 2019 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: 0DBF8B97-AAE6-4F85-836B-F4C8E1665862 grgigT�s cOo er, 22 -PSA19-598CA -Scope of Work Implementation of S8998 Introduction With the passage of SB998 in September 2018, the City of Carlsbad/ CMWD will be required to be in compliance by February 2020. To ensure compliance, the Agency will have to make several changes in the work process and schedule as it relates to water shut-off procedures. The following tasks have been identified: Tasks 1. Policies and Procedure Revisions: There is no current written Policy or Standard Operating Procedure (SOP) for Water Shut-off within the City/CMWD, the process is worked on within various departments, including Operations (metering), Finance, City Attorney, Engineering, etc. PROTEUS Consulting will conduct individual interviews with all the departments involved and chart out an As-ls Process/ Procedure. This will highlight the existing workflow within the organization. Subsequently, based on the requirements of SB998, and limitations set forth (as determined by the City Attorney) by Prop 218, PROTEUS Consulting will chart out a To-Be work process. Meetings will be held with City/CMWD personnel to clearly determine and designate the workflow and processes. Once an agreement is achieved with all parties, this workflow process shall be drafted into a SOP for the organization. Using this SOP as a basis, a written Policy will be drafted for the City/CMWD, which after approval by relevant authorities shall be published on the City/CMWD website. Furthermore, the City's current Ordinance (#45) will be updated to reflect the change in procedures and also published on the City/CMWD's website. •Deliverables: i.As-ls Process map and To-Be Process map ii. Draft and Final SOP for Water Shut-off iii.Draft and Final Policy for Water Shut-off iv.Draft and Final changes to Ordinance #45 v.Meetings/ interviews with City/CMWD personnel 2.Communications/ Outreach Assistance: Based on SOP/ Policy/ Ordinance change as mentioned above, PROTEUS Consulting will assist the City/CMWD's Communications/Outreach personnel to draft informational items to be in compliance with both SB998 and Prop 218. These items include: web pages, call out scripts, bill reminder, card/door hanger, shut-off cards, etc. PROTEUS Consulting will help configure a template for the dashboard required for the webpage in compliance with SB998. •Deliverables: i.Review of templates and documents ii.Meetings with City/CMWD personnel (two budgeted) 3.Implementation Assistance: After the To-Be Process map is finalized, PROTEUS Consulting will work with individuals within each City/CMWD department to ensure smooth implementation of the procedures. For example, PROTEUS Consulting will work with individuals in the Finance department to ensure the. call-out scripts for the shut-off are adequate per SB998, and documentation of the process is in compliance. PROTEUS will also help the City/CMWD to work with Harris (the billing software), to ensure that the implementation is smooth, such as incorporation of amortization in the bills, limits on how people demonstrate hardship, etc. Additionally, PROTEUS Consulting will work with Engineering (e.g. regarding impact fees, master fee schedule as determined by CMWD cost-of-service-study, etc.), Operations (process plan for shut-off, including during business hours and during non-business hours, etc.), Asset Management (ensure implantation is noted in the Asset Management Plan), Attorney's office (to make sure all limitations and restrictions are addressed) and other departments, as needed, to ensure compliance. •Deliverables: i.Meetings with and assistance to Finance Department 4849 Ronson Court, Suite 208, San Diego CA 92111 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 1 of 3 APPENDIX A February 7, 2019 DocuSign Envelope ID: 0DBF8B97-AAE6-4F85-836B-F4C8E1665862 gr9i�,YcS a()o q, ii.Meetings with and assistance to Operations (metering) iii.Meetings with and assistance to Engineering and Asset Management iv.Meetings with and assistance to Others Compensation The proposed compensation estimate for this task is as follows: Designation PM Name Soma Rate $200.00 Task Task Description 1 POLICIES AND PROCEDURES REVISIONS Meetings with City/ CMWD 4 As-ls and To-Be Process Map 0 SOP for Water Shut-off 0 Policy for Water Shut-off 0 Changes to Ordinance #45 0 Project Management (overall) 12 Subtotal Hours 16 Subtotal Costs $ 3,200.00 2 COMMUNICATIONS/ OUTREACH ASSISTANCE Meetings with City/ CMWD (2) 0 Review of documents 0 Subtotal Hours 0 Subtotal Costs $- 3 IMPLEMENTATION ASSISTANCE W/ Finance 0 W/ Operations 0 W/ Engineering and AM 0 W/ Other 0 Subtotal Hours 0 Subtotal Costs $ - EM Analyst Soma Whitney $180.00 $140.00 40 40 36 36 12 24 12 24 8 16 0 0 108 140 $19,440.00 $19,600.00 12 12 24 12 36 24 $ 6,480.00 $ 3,360.00 24 20 24 20 24 20 24 20 96 80 $17,280.00 $11,200.00 TOTALS Hours Labor 84 $13,600.00 72 $11,520.00 36 $ 5,520.00 36 $ 5,520.00 24 $ 3,680.00 12 $ 2,400.00 264 $42,240.00 24 $ 3,840.00 36 $ 6,000.00 60 $ 9,840.00 44 $ 7,120.00 44 $ 7,120.00 44 $ 7,120.00 44 $ 7,120.00 176 $28,480.00 I TOTAL $ 80,560.00 I Assumptions: •All submissions made to the City will be in electronic format. Reprographics has not been included in this scope of work. If needed for the project, reprographics (including any printing) will be charged at cost. •Regular as-needed trips to CMWD offices in included in the proposal. If other travel is required, mileage will be charged at current IRS rates. Schedule The following schedule is planned for this endeavor: •As-ls and To-Be Process maps o Draft -April 2019 o Final -May 2019 4849 Ronson Court, Suite 208, San Diego CA 92111 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 2 of 3 DocuSign Envelope ID: 0DBF8B97-AAE6-4F85-836B-F4C8E1665862 •Water Meter Shut-off SOP o Draft-June2019 o Final -August 2019 gr9i�YcS <=Oo q, •Water Policy -to be part of Staff Report to the Board o Draft -August 2019 o Final -September 2019 •Revisions to Ordinance#45 -to be part of Staff Report to the Board o Draft -August 2019 o Final -September 2019 •Communications documents -to be part of Staff Report to the Board (if needed) o Draft -August 2019 o Final -October 2019 (after approval of Policy/Ordinance by Board) •Implementation Assistance -From September 2019 through January 2019, getting ready for "go live" on February 2020. 4849 Ronson Court, Suite 208, San Diego CA 92111 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 3 of 3 DocuSign Envelope ID: 0DBF8B97-AAE6-4F85-836B-F4C8E1665862 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 06/20/2018 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 CONTACT Tina Cowie NAME: Cornerstone Specialty Insurance Services, Inc. fi:J8NJ0 Exll: (714) 731-7700 I FAX /AIC,Nol: (714) 731-7750 14252 Culver Drive, A299 E-MAIL tina@cornerstonespecialty.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# Irvine CA 92604 INSURER A : Natl Fire Ins. Co. of Hartford 20478 INSURED INSURER B: RU Insurance Company HILTS CONSUL TING GROUP, INC. INSURERC : Liberty Insurance Underwriters 5590 Via de Campo INSURERD : INSURER E: Yorba Linda CA 92887 INSURER F: COVERAGES CERTIFICATE NUMBER: 18/19 COVERAGES 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 MUU~ :sue" POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER {MM/DD/YYYYl {MM/DD/YYYYl LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 --~ CLAIMS-MADE ~ OCCUR U/'\1Vlf'\\.:JC:: ', YE r\C.1'11 I cu PREMISES Ea occurrence) $ 300,000 X ADDT'L INSURED/PRIMARY MED EXP (Any one person) $ 10,000 A X BLNKT WVR OF SUBRO y 2090670052 06/16/2018 06/16/2019 PERSONAL & ADV INJURY $ 2,000,000 --GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 Fl POLICY ~ jrc?-r □ LOG PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: $ AUTOMOBILE LIABILITY -fE~~~~~~llNGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED A AUTOS ONLY AUTOS y 2090670052 06/16/2018 06/16/2019 BODILY INJURY (Per accident) $ --HIRED ..:--NON-OWNED iP~?~fc~d~~t?AMAGE X X $ -AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ f-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION XI ~f~TUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE □ PSW0003169 06/16/2018 06/16/2019 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ Each Claim $2,000,000 C Professional Liability AEXNYABHT3M002 06/20/2018 06/20/2019 Annual Aggregate $2,000,000 Claims Made DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad, Carlsbad Municipal Water District are Additional Insured for General Liability but only if required by written contract with the Named Insured prior to an occurrence and as per attached endorsement. Coverage is subject to all policy terms and conditions. *30 days notice of cancellation, except for 1 O days notice for non-payment of premium. For Professional Liability coverage, the aggregate limit is the total insurance available for all covered claims reported within the policy period. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carlsbad Municipal Water District ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave. AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 ~llr,~_.A I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD C'NA INSURED: Hilts Consulting Group, Inc. POLICY NUMBER: 2090670052 POLICY PERIOD: 6/16/2018 -6/16/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE AND BLANKET WAIVER OF SUBROGATION/ AGGREGATE LIMIT (PER PROJECT) This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS 1. Blanket Additional Insured with Products-Completed Operations Coverage and Blanket Waiver of Subrogation A. Who Is An Insured is amended to include as an insured, any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement, but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. "Bodily injury" or "property damage"; or b. Offense that caused the "personal and advertising injury;" for which the additional insured seeks coverage. B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured only with respect to such person or organization's liability for: a. "Bodily injury", "property damage" or "personal and advertising injury to the extent caused by: (1) Your acts or omissions; or (2) Acts or omissions of those acting on your behalf; in the performance of your ongoing operations specified in the written contract; or b. "Bodily injury" or "property damage" to the extent caused by "your work" specified in the written contract or written agreement and included in the "products-completed operations hazard", but only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services, including: SB300176D17 (6-16) Page 1 of 3 Copyright, CNA All Rights Reserved. C'NA a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as a construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 4. This insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3., and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis. But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" if no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. D. Additional Insured -Extended Coverage When an additional insured is added by this or any other endorsement attached to this Coverage Part, Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are additional insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Please see the Estates, Legal Representatives and Spouses provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person insureds. E. Blanket Waiver of Subrogation The condition entitled Transfer of Rights of Recovery Against Others To Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make S8300176D17 (6-16) Page 2 of 3 Copyright, CNA All Rights Reserved. C'NA for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products-completed operations hazard." 2. Amendment-Aggregate Limits of Insurance (Per Project) A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A.1., and for all medical expenses caused by accidents under Coverage A.2., which can be attributed only to ongoing operations at a single construction project: 1. A separate Construction Project General Aggregate limit applies to each construction project. The Construction Project General Aggregate limit is equal to the amount of the General Aggregate limit shown in the Declarations. 2. The Construction Project General Aggregate limit is the most we will pay for the sum of all damages payable under Coverage A.1., except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard," and for medical expenses payable under Coverage A.2. regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits." 3. Any payments made under Coverage A.1. for damages or under Coverage A.2. for medical expenses shall reduce the Construction Project General Aggregate limit for the applicable construction project. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any Construction Project General Aggregate limit applicable to other construction projects. 4. The limits shown in the Declarations for Liability and Medical Expenses, Damage to Premises Rented to You, and Medical Expenses continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate limit. B. All: 1. Damages because of "personal and advertising injury", regardless of the number of construction projects involved; 2. Damages under Coverage A.1. which cannot be attributed solely to ongoing operations at a single construction project, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and 3. Medical expenses under Coverage A.2. caused by accidents which cannot be attributed solely to ongoing operations at a single construction project; will reduce the General Aggregate Limit shown in the Declarations, and shall not reduce any Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products/Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor any Construction Project General Aggregate limit. D. If a construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of the Limits Of Insurance section not otherwise modified by this endorsement shall continue to apply as stipulated. All other terms and conditions of the Policy remain unchanged. SB300176D17 (6-16) Page 3 of 3 Copyright, CNA All Rights Reserved. WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA WC 04 03 06 (Ed. 04-84) 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 a loss Schedule Job Description Job performed for any person or organization that you have agreed with in a written contract to provide this agreement. 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 issued subsequent to preparation of the policy.) Endorsement Effective 6-16-2018 Insured Hilts Consulting Group, Inc. Policy No. PSW0003169 Insurance Company RLI Insurance Company Endorsement No. PSA19-598CA General Counsel Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 2 This second Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Proteus Consulting, 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 operations and engineering assistance 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 (“proposal”), attached as Appendix "A" for the Operations and Engineering Assistance, (the “Project"). The Project services shall include Preparation of Public Health Goal (PHG) Reporting, generation of a standard operating procedure for compliance of water discharge regulations and miscellaneous engineering and water operations support. 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 five (5) calendar days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Executive Manager or General Manager. 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 time and material. 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 $66,560. DocuSign Envelope ID: 0E4B7FCD-1332-4C6B-BB13-2400557370CC March 4, 2019 PSA19-598CA General Counsel Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT ENEGINEERING AND OPERATIONS ASSISTANCE TASK GROUP TIME & MATERIALS 1. Public Health Goal Reporting $21,920 2. Flushing and Reporting SOP $18,240 3. Miscellaneous Engineering / Operations Assistance $26,400 TOTAL (Not-to-Exceed) $66,560 CONTRACTOR PROTEUS CONSULTING PROTEUS CONSULTING (name of Contractor) (name of Contractor) *By: By: (sign here) (sign here) Soma Bhadra, President Soma Bhadra, Secretary (print name/title) (print name/title) soma@consult-proteus.com soma@consult-proteus.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: _________________________ for Scott Chadwick, Executive Manager APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: _____________________________ Deputy General Counsel DocuSign Envelope ID: 0E4B7FCD-1332-4C6B-BB13-2400557370CC March 4, 2019 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: 0E4B7FCD-1332-4C6B-BB13-2400557370CC 4849 Ronson Court, Suite 208, San Diego CA 92111 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 1 of 2 22 - PSA19-598CA - Scope of Work Operations and Engineering Assistance Introduction The City of Carlsbad/ Carlsbad Municipal Water District (CMWD) has a few small projects identified for execution that will help the Operations and Engineering staff. The following tasks have been identified: Tasks 1. Public Health Goal Reporting: In addition to the annual Water Quality Report, every three year CMWD is required to prepare a written Public Health Goal report, hold a public hearing, and notify DDW that the meeting was held and that the report is available. Such a report has not been done for approximately six years. PROTEUS Consulting will prepare a report for CMWD and assist with the public hearing as needed. • Deliverables: i. Draft Public Health Goal Report ii. Final Public Health Goal Report iii. Any documentation (presentation, memo, etc.) required for public hearing iv. Meetings with personnel (two budgeted) 2. Flushing and Reporting Standard Operating Procedure (SOP): Discharges from drinking water systems to surface waters of California are subject to waste discharge requirements as set forth in the NPDES permit (SWRCB Order WQ 2014-0194-DWQ, General Order No. CAG140001). While CMWD current follows the intent of this order, there are no written procedures in place. PROTEUS Consulting will draft standard operating procedure for the Operations group to implement for every planned or unplanned discharge. Planned discharge include flushing for any reason; pump-to- waste; groundwater well development related activities; trench dewatering; distribution system installation, cleaning, and testing; tank and reservoir releases; fire flow / fire hydrant testing; meter testing; discharges from water quality analyzers and pressure relief valves; etc. Emergency or unplanned discharges can be emergency water system failures and repairs; trench dewatering due to emergency failure; operation error; or catastrophic events. • Deliverables: i. Draft SOP with best management practices identified ii. Final SOP iii. Meetings with CMWD personnel (two budgeted) 3. Miscellaneous Engineering / Operations Assistance: CMWD has currently a few projects under consideration for further development. The scope of these projects have not been fully developed yet. PROTEUS Consulting has put aside a few hours in this task to help CMWD should any of these projects be picked up for full development and implementation. The potential candidate projects are as follows: • Assistance with SB606 (water efficiency / water management planning) • Update of the Water Systems Map/ exhibit after discussions with Engineering and Operations • Quality checks on water meter data in GIS and vice versa • Data Management of existing PDFs for past projects • As needed review of maintenance schedule in the asset management program being created for water and recycled water systems • Recycled water quality deterioration study • Assistance with flow monitoring study APPENDIX A DocuSign Envelope ID: 0E4B7FCD-1332-4C6B-BB13-2400557370CC 4849 Ronson Court, Suite 208, San Diego CA 92111 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 2 of 2 Compensation The proposed compensation estimate for these tasks is as follows: Designation Proj Mgr Sr Engr Proj Engr Rate $210.00 $180.00 $140.00 TOTALS Task Task Description Hours Labor 1 PUBLIC HEALTH GOAL REPORTING Meetings with CMWD 8 12 12 32 $5,520.00 Draft PHG Report 0 16 40 56 $8,480.00 Final PHG Report 0 8 20 28 $4,240.00 Other documentation 0 8 16 24 $3,680.00 Subtotal Hours 8 44 88 140 Subtotal Costs $1,680.00 $7,920.00 $12,320.00 $21,920.00 2 FLUSHING AND REPORTING SOP Meetings with CMWD 8 12 12 32 $5,520.00 Draft SOP 0 16 40 56 $8,480.00 Final SOP 0 8 20 28 $4,240.00 Subtotal Hours 8 36 72 116 Subtotal Costs $1,680.00 $6,480.00 $10,080.00 $18,240.00 3 MISCELLANEOUS ENGINEERING / OPERATIONS ASSISTANCE Meetings with CMWD 24 0 0 24 $5,040.00 Proj ect 1 0 24 20 44 $7,120.00 Project 2 0 24 20 44 $7,120.00 Project 3 0 24 20 44 $7,120.00 Subtotal Hours 24 72 60 156 Subtotal Costs $5,040.00 $12,960.00 $8,400.00 $26,400.00 TOTAL $66,560.00 Assumptions: • All submissions made to CMWD will be in electronic format. Reprographics has not been included in this scope of work. If needed for the project, reprographics (including any printing) will be charged at cost. • Regular as-needed trips to CMWD offices in included in the proposal. If other travel is required, mileage will be charged at current IRS rates. DocuSign Envelope ID: 0E4B7FCD-1332-4C6B-BB13-2400557370CC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 1/4/2019 Hall &CompanyA/E Insurance Services1966010thAveNEPoulsboWA98370 McKenzie Tellekson CA Lic #0L63527 360-626-2023 360-626-2023 mtellekson@hallandcompany.com RLI INSURANCE COMPANY 13056 20853 AXIS US Insurance 37273ProteusConsulting4849RonsonCourt,Suite 208SanDiegoCA92111 821047801 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X PSB0006793 1/18/2019 1/18/2020 4,000,000 A 2,000,000 X X PSB0006793 1/18/2019 1/18/2020 A XPSW00038121/18/2019 1/18/2020 1,000,000 1,000,000 1,000,000 B ProfessionalLiab;ClaimsMade AEA003716012019 1/4/2019 1/4/2021 Per ClaimAggregate $1,000,000$2,000,000 The certificate holder is an additional insured per the attached. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163-4668 Policy Number:RLI Insurance Company Named Insured: PPB 304 02 12 Page 1 of 1 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 III 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 III 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. PSB0006793 ProteusConsulting ¤¤ 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 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 issued subsequent to preparation of the policy.) Policy No.Endorsement No. Premium Endorsement Effective Insured Countersigned by___________________________________________ WC 00 03 13 (Ed. 4-84) Any person or organization that you have agreed with in a written contract to provide this agreement. RLI Insurance Company PSW0003812 Proteus Consulting PSA 19-598CA MASTER AGREEMENT FOR UTILITIES PROJECT MANAGEMENT/CAPITAL IMPROVEMENT PROJECT IMPLEMENTATION SERVICES PROTEUS CONSUL TING \. 1 T,tllS AGREEMENT is made and entered into as of the ~ day of 1\/QJt)'v\~ 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 PROTEUS Consulting, 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 19-598CA 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 19-598CA 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 "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 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 project/location 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 19-598CA 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 19-598CA 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 Soma Bhadra Title Project Manager Address 4849 Ronson Court, Suite 208 -------~----- Phone Email San Diego, CA 92111 858-353-2805 soma@consult-proteus.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ 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 19-598CA 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 19-598CA 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. 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 19-598CA 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 PROTEUS Consulting, a California corporation (sign here) Pt:e~, c.lM-/c&o io/~/2c>1S (print name/title) By: k ~ (sign here) Secve.-k~ 10/2-)2018 (pri name/title) ' CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District o th City of Carlsbad By: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 • All-purpose Acknowledgment California only A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of s;O\'\ 0 \~C On \u\u:2-\ Ju\~ before me, Cd~ \o\tdo Sa\vdoJ )JD±os~ (hereinsertnameandtitleoftheofficer), I l personally appeared ___ S ...... , "'-' -=O_.._W\........,_(A'--_t-'-=":)~h---"'-'-'x"-'\r'-", ?\'-'------------------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/ her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under 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. Signature ---~--++-4 +-""-~~11---:Z~~'--------- For Bank Purposes Only Description of Attached Document Notary Seal TypeorTitleofDocument /\wren1tn\ fix \lt\1::b.e\ l)\r1rv•1)t'X'f\Dd)tj Co~1m\ \'1"0\X'OytVY\Utt Yrnv:,D\ htf\tW\i1,f\kXhc 11 S~N' Lt'" -, f~A \l1-0c:w) c A Document Date DL\ohe{ d, .Q.mE Number of Pages --=1~1~---------- Signer(s) Other Than Named Above I I I DSG53S0CA (Rev 02 -05/17) FOO 1-000DSG5350CA-0 1 PSA 19-598CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utilities project management and capital improvement project implementation tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Implement/Manage 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 PSA 19-598CA MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Soma Bhadra Project Manager $210.00 2. nm Smith Water Lead $180.00 3. Bill Pearce Recycled Water Lead $180.00 4. Steart Seymour Sewer Lead $180.00 5. lraj Asgharzadeh QC/ Government $180.00 6. Whitney Sears Technical Analyst $150.00 7. Carolyn Ellis Project Associate/ Analyst $150.00 8. Steffani Seiler Environmental Engineer $130.00 For other professionals as needed, please see attached Rate Schedule. EXPENSES • Mileage will be charged at IRS rated with 0% markup. • Copy serviced will be charged at cost with 10% markup. • Subconsultants will be charged at 10% markup. Master Agreement Service 10 RFQ no. 18-05 PSA 19-598CA STANDARD SCHEDULE OF CHARGES City of Carlsbad/ CMWD -Master Agreement Services Engineering Project Manager Senior Engineer II Senior Engineer I Project Engineer Ill Project Engineer II Project Engineer I Technical Analyst Business Analyst Effective July 1, 2018 through the Term of Agreement $210.00/hr Designer $180.00/hr Assistant Designer $170.00/hr $160.00/hr Office $150.00/hr 3D Graphic Artist $140.00/hr Graphic Artist $155.00/hr Senior Writer $155.00/hr Technical Editor Clerical Administration $135.00/hr $125.00/hr $150.00/hr $140.00/hr $155.00/hr $130.00/hr $ 90.00/hr Forensic Engineering -Court appearances, depositions, and interrogatories as expert witness will be billed at 2.00 times normal rates. Emergency and Holidays-Minimum charge of two hours will be billed at 1.75 times the normal rate. Material and Outside Services -Subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc., are charged at 1.10 times the direct cost. Travel Expenses -Mileage is billed at the Federal IRS rates per mile. Per diem where overnight stay is involved is charged at cost. Invoices, Late Charges. -All fees will be billed to Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paid within thirty (30} days from the date of the invoice. Client agrees to pay a monthly late charge equal to one percent (1%}. per month of the outstanding balance until paid in full. 4849 Ronson Court; Suite 208; San Diegci/Ca'lifornia 92111 . Phone: +1858 3S3 2805 Email: soma@consult-proteus.com 11 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/1/2018 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 ~~:?CT McKenzie Martonik CA Lie OL63527 Hall & Company r,t).~N,;~ c-"· 360-626-2023 I FAX A/E Insurance Services IA/C Nol: 360-598-3703 19660 10th Ave NE ~t1D~~ss: mmartonik@.hallandcompanv.com Poulsbo WA 98370 INSURER/$) AFFORDING COVERAGE NAIC# INSURER A : Atlantic Specialty Insurance Company 27154 INSURED 20853 INSURER B: RLI INSURANCE COMPANY 13056 Proteus Consulting INSURER C: 4849 Ronson Court, Suite 208 San Diego CA 92111 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1608864350 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,~n wvn POLICY NUMBER /MM/DD/YYYYl tMM/DD/YYYYl LIMITS B X COMMERCIAL GENERAL LIABILITY PSB0006793 1/18/2018 1/18/2019 EACH OCCURRENCE $2,000,000 ~ • CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence l $1,000,000 ~ MED EXP (Any one person) $ 10.000 -PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 Fl 0PRO-•LOC PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ ✓ B AUTOMOBILE LIABILITY PSB0006793 1/18/2018 1/18/2019 COMBINED SINGLE LIMIT $2,000,000 fEa accident\ ~ ANY AUTO BODILY INJURY (Per person) $ ~ -OWNED SCHEDULED BODILY INJURY (Per accident) $ ~ AUTOS ONLY r--AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE 5 AUTOS ONLY AUTOS ONLY f Per accident) f----------r-- $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ f---------- EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ B WORKERS COMPENSATION PS'M'.l003812 1/18/2018 1/18/2019 X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE • N/A E.L. EACH ACCIDENT $1,000.000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1.000,000 A Professional Liab.Cla1ms Made DPL617817 1/4/2017 1/4/2019 $1,000,000 Per Claim $1,000,000 Aggregate / DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is an additional insured per the attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 AUTHORIZED REPRESENTATIVE New York NY 10163-4668 1 ..c •.•. ·IAi_ .,,.) (._.,~ \("\ t .• - I '· © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (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 __ 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule 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. Job Description Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. 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 issued subsequent to preparation of the policy.) Endorsement Effective 0 1-18-2017 Insured Proteus Consulting Policy No. PSW0003812 Insurance Company RLI Insurance Company Countersigned By Endorsement No. ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. Policy Number: PSB0006793 Named Insured: Proteus Consulting RLI 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 02 12 Page 1 of 1