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Proteus Consulting; 2018-11-28; PSA19-597CA
PSA19-597CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 4 PROJECT NO. 3840-13 This fourth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Proteus Consulting, a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Utilities Project Mangement and Capital Improvement Project Implementation Services 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 June 15, 2020, (“proposal”), attached as Appendix "A" for the North Batiquitos Lift Station Emergency Storage Grating Cover Design (the “Project"). The Project services shall include Design of upgrade for North Batiquios Lift Station emergency storage grating cover. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 one (1) year thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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 City, 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 the City 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 the City for work actually DocuSign Envelope ID: 73D656ED-B563-45D6-B117-B51E1D68B7B2 August 17, 2020 PSA19-597CA City Attorney Approved Version 7/19/17 2 performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $4,620. TABLE 1 FEE ALLOTMENT DESIGN OF GRATING UPGRADE TASK GROUP TIME & MATERIALS TASK 1 – North Batiquitos Sewer Lift Station - Grating Design $4,200.00 - Project Management; emails, phones, invoicing $420.00 TOTAL (Not-to-Exceed) $4,620.00 CONTRACTOR PROTEUS CONSULTING (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Soma Bhadra, President & Secretary (print name/title) (print name/title) 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Vicki V. Quiram, Utilities Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 73D656ED-B563-45D6-B117-B51E1D68B7B2 August 17, 2020 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: 73D656ED-B563-45D6-B117-B51E1D68B7B2 4087 Alabama Street, San Diego CA 92104 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 1 of 1 Task Order #4 for 22-PSA19-597CA City of Carlsbad – North Batiquitos Sewage Lift Station Grating Upgrade Scope of Work Proposed upgrades to North Batiquitos Sewage Lift Station include the replacement of the fiberglass grating on the overflow tank. Based on previous design work performed at this lift station in 2018, PROTEUS Consulting is providing relevant documents to the City to issue for construction. The following tasks are anticipated: 1.Site Visit – Site visit by the Structural Engineer and Proteus Lead Engineer. 2.Structural Engineer - Use of services of a Structural Engineer registered in California to ascertain the adequacy of the existing supports for new grating to be installed. Provision on an updated drawing to facilitate field installation information, signed and stamped by a structural engineer. 3.Design Documents – PROTEUS Consulting shall put together a design package for bidding consisting of the DesignDrawing, Specification cut sheet, and description of work. Final design package will address any City of Carlsbad permitting comments to receive a building permit. Compensation A total budget allocation of $4,620 expected, billing will be on time and materials expended. The following compensation schedule is proposed: Subconsultant proposal is enclosed. Assumptions: •All submissions made to the City will be in electronic format. Reprographics has not been included in this scope of work. If needed for the project, reprographics (including mylar printing) will be charged at cost. •Resident engineer / construction management is not included. •Mileage is included in the rate. Schedule Services are anticipated to be from August – September 2020. Designation PM Lead Engr Rate 210.00$ 180.00$ Task Hours Tota Labor Total Subconsultant Total Costs 1 Grating Design 0 5 5 900.00$ 3,300.00$ 4,200.00$ Proj. Mgmt., emails, phone, invoicing 2 0 2 420.00$ -$ 420.00$ Subtotal Hours 2 5 7 Subtotal Costs 420.00$ 900.00$ 1,320.00$ 3,300.00$ 4,620.00$ Task Description NORTH BATIQUITOS SEWAGE LIFT STATION - DESIGN SERVICES APPENDIX ADocuSign Envelope ID: 73D656ED-B563-45D6-B117-B51E1D68B7B2 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 1/23/2020 Hall & CompanyA/E Insurance Services19660 10th Ave NEPoulsbo WA 98370 Brittney Merrihew CA License #4008529 360-626-2023 360-626-2023 bmerrihew@hallandcompany.com RLI INSURANCE COMPANY 13056 20853 AXIS US Insurance 37273Proteus Consulting7705 North Avenue, Suite 100CLemon Grove CA 91945 124361375 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X PSB0006793 1/18/2020 1/18/2021 4,000,000 A 2,000,000 X X PSB0006793 1/18/2020 1/18/2021 A XPSW00038121/18/2020 1/18/2021 1,000,000 1,000,000 1,000,000 B Professional Liab;Claims Made 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 #35050New York NY 10163-4668 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 Proteus Consulting ¤¤ 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. PremiumEndorsement 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 PSA19-597CA City Attorney Approved Version 7/19/17 1 of 3 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 3 FOR THE CITY OF CARLSBAD – FRONT END DOCUMENTS UPDATE PROGRAM MANAGEMENT This third Project Task Description and Fee Allotment, is entered into on _______________________________, pursuant to an Agreement between Proteus Consulting ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide business process improvements 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 January 22, 2019, (“proposal”), attached as Appendix "A" for the City of Carlsbad – Front End Documents Update Program Management, (the “Project"). The Project services shall include management of the City of Carlsbad’s Front End Documents update process on behalf of the City, including providing technical guidance. The Contractor will assume the role of the City Project Manager and orchestrate the completion of the revisions of the documents as specified in Appendix “A”. 2.PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor can begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall commence and complete the work within the agreed by June 30, 2020. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City 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 materials. Appendix "A", attached,prepared by Contractor and reviewed by City, shows the parties’ intent as to theelements, scope and extent of the task groups. Contractor acknowledges thatperformance of any and all tasks by the Contractor constitutes acknowledgment byContractor 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 the City 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 the City for work actually DocuSign Envelope ID: FEBB78BE-0AB3-4298-BB39-3F32C359F0EE February 21, 2020 PSA19-597CA City Attorney Approved Version 7/19/17 2 of 3 performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $10,000. TABLE 1 FEE ALLOTMENT ENGINEERING SUPPORT SERVICES TASK GROUP TIME & MATERIALS Task 1 - General Provisions / Front End Forms $3,510 Task 2 - Supplemental Provisions / Technical Specifications $6,490 TOTAL (Not-to-Exceed) $10,000 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) 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: Paz Gomez, Deputy City Manager, Public Works APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assistant City Attorney Date: DocuSign Envelope ID: FEBB78BE-0AB3-4298-BB39-3F32C359F0EE 2/20/2020 APPENDX "A" PSA19-597CA Task Order #3 for 22-PSA19-597CA – Change Order #1 City of Carlsbad – Front End Documents Update Program Management Scope of Work This change order is to supplement the Scope of Work (Task Order #2 for 22-PSA19-597CA) to manage the City of Carlsbad’s Front End Documents update process on behalf of the City, including providing technical guidance. Due to additional depth of work required, longer review times, and postponement of the attorney reviews, additional time and budget has been determined as necessary to complete this project. For the General Provisions/ Front End Forms and Supplemental Provisions/ Technical Specifications, the draft versions were submitted for review in early November 2019. PROTEUS Consulting will garner comments from all relevant City personnel and compile the comments. PROTEUS Consulting will then update the documents in light of the comments received, and make any further changes as needed. An additional meeting will be held with all the commenters to go over the comments and how they were addressed. A final set will be submitted for review and approval. A meeting will be held with the City Attorney to go over the updated documents, and to receive their approval. Schedule The time shall be extended form February 2020 to June 2020. Compensation A total budget allocation of $10,000 is requested for this change order; billing will be on time and materials expended. The following compensation schedule is proposed: Designation Proj Mgr Eng Mgr Tech Anlst Admin Name Soma Soma Whitney Pam Rate $ 210.00 $ 180.00 $ 150.00 $ 85.00 Task Task Description Hours Total Labor Total Total Costs 1 GENERAL PROVISIONS / FRONT END FORMS Kick off meeting 0 0 0 0 0 $ - $ - Draft Set 0 0 0 0 0 $ - $ - Comment Meeting 0 0 0 0 0 $ - $ - Fi nal Set 0 2 8 0 10 $ 1,560.00 $ 1,560.00 City Attorney Approval 0 8 2 0 10 $ 1,740.00 $ 1,740.00 Project Management 1 0 0 0 1 $ 210.00 $ 210.00 Subtotal Hours 1 10 10 0 21 Subtotal Costs $ 210.00 $ 1,800.00 $ 1,500.00 $ - $ 3,510.00 $ 3,510.00 2 SUPPLEMENTAL PROVISIONS / TECHNICAL SPECIFICATIONS Specifications List 0 0 0 0 0 $ - $ - Solicit Specs and prepare Draft 0 0 0 0 0 $ - $ - Comment Meeting 0 6 6 0 12 $ 1,980.00 $ 1,980.00 Fi nal Set + Coodination 0 8 12 10 30 $ 4,090.00 $ 4,090.00 Project Management 2 0 0 0 2 $ 420.00 $ 420.00 Subtotal Hours 2 14 18 10 44 Subtotal Costs $ 420.00 $ 2,520.00 $ 2,700.00 $ 850.00 $ 6,490.00 $ 6,490.00 TOTAL $10,000.00 4087 Alabama Street, San Diego CA 92104 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 3 OF 3 DocuSign Envelope ID: FEBB78BE-0AB3-4298-BB39-3F32C359F0EE PSA19-597CA City Attorney Approved Version 7/19/17 1 of 4 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 2 FOR THE CITY OF CARLSBAD – FRONT END DOCUMENTS UPDATE PROGRAM MANAGEMENT This second Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Proteus Consulting ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide business process improvements 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 January 22, 2019, (“proposal”), attached as Appendix "A" for the City of Carlsbad – Front End Documents Update Program Management, (the “Project"). The Project services shall include management of the City of Carlsbad’s Front End Documents update process on behalf of the City, including providing technical guidance. The Contractor will assume the role of the City Project Manager and orchestrate the completion of the revisions of the documents as specified in Appendix “A”. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor can begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall commence and complete the work within the agreed six (6) months schedule (September 2019 through February 2020). Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City 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 materials. Appendix "A", attached, prepared by Contractor and reviewed by City, 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 the City 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 the City for work actually DocuSign Envelope ID: C7F2EAA4-87B5-4CB9-8BA2-540FCCCAC685 August 25, 2019 PSA19-597CA City Attorney Approved Version 7/19/17 2 of 4 performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $31,470. TABLE 1 FEE ALLOTMENT ENGINEERING SUPPORT SERVICES TASK GROUP TIME & MATERIALS Task 1 - General Provisions / Front End Forms $11,440 Task 2 - Supplemental Provisions / Technical Specifications $13,590 Task 3 – Standard Operating Procedures $6,440 TOTAL (Not-to-Exceed) $31,470 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) 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________________ Date: _________________ Paz Gomez, Deputy City Manager, Public Works APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: C7F2EAA4-87B5-4CB9-8BA2-540FCCCAC685 8/23/2019 4087 Alabama Street, San Diego CA 92104 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 3 of 4 Task Order #2 for 22-PSA19-597CA City of Carlsbad – Front End Documents Update Program Management Scope of Work This Scope of Work is to manage the City of Carlsbad’s Front End Documents update process on behalf of the City, including providing technical guidance. PROTEUS Consulting will assume the role of City PM and orchestrate the completion of the revision of the documents below: 1.General Provisions / Front End Forms – The draft of the General Provisions and Front End forms were submitted for initial review in early September 2018. No progress was made since. The following tasks to bring this portion of the work to completion: a.PROTEUS Consulting will hold a kick-off meeting to reengage all relevant City personnel. There may havebeen changes in staff and leadership since September 2018, and it is anticipated that a new group will be formed and all the members will need to be appraised of the project and plan. A short 15 minute presentation will be made, followed by a discussion of an action plan and schedule. Commitment shall be sought from all City representatives for the project schedule. b.PROTEUS Consulting will review the status of all the documents (Division 0) and issue them to relevant City personnel for review and comment. c.PROTEUS Consulting will garner comments from all relevant City personnel and compile the comments. d.PROTEUS Consulting will then update the documents in light of the comments received. e.A meeting will be held with all the commenters to go over the comments and how they were addressed. An updated log will be presented. It is likely that some comments will contradict each other or at least be slightly different in context. Those issues and differences will be addressed in this meeting. f.A final set will be submitted for review and approval. g.A meeting will be held with the City Attorney to go over the updated documents, and to receive their approval. 2.Supplemental Provisions / Technical Specifications – Different City departments have different requirements for technical specifications and/ or Supplemental Provisions. The following two tasks are anticipated: a.A list of Division 1 and select general specifications shall be prepared based on the needs of the City’s various departments. This list will be issued for approval.b.PROTEUS Consulting will solicit Supplemental Provisions / Technical Specifications from all designated City departments and collate them in a proper coordinated set, formatted, and conforming to 2016/2018 CSI MasterFormat. Preparation of these specifications is strictly based on coordination and collation of content provided by the various departments; PROTEUS Consulting is not anticipating working with manufacturers, vendors, contractors, or other sector personnel to confirm the details of the materials and procedures. c.PROTEUS Consulting will present this set for review by individual departments and solicit comments. d.Upon receipt of the comments, a comment log will be created and the documents will be updated and presented to the various departments in one Comment Coordination Meeting. As with the General Provisions above, it is likely that some comments will contradict each other or be slightly different in context. Those issues and differences will be addressed in this meeting. e.A final set will be submitted for review and approval. f.PROTEUS Consulting will work with City staff from each department to ensure that these sets of specifications are document controlled and managed. 3.Standard Operating Procedure – PROTEUS Consulting will develop a guidebook type Standard Operating Procedure for various divisions and departments to use when customizing the group of General and Supplemental Provisions. This will have instructions for each form and the purpose of the forms, including specific situations when these forms PSA19-597CAAppendix "A"DocuSign Envelope ID: C7F2EAA4-87B5-4CB9-8BA2-540FCCCAC685 4087 Alabama Street, San Diego CA 92104 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 4 of 4 are not required. Similarly, the supplemental provisions might be added / deleted depending on the complexity of the projects. Compensation A total budget allocation of $31,470 expected, billing will be on time and materials expended. The following compensation schedule is proposed: Assumptions: •City will provide a list of the designated representatives from each department for coordination activities. •Preparation of Technical Specifications is limited to General items and no specific project items will be addressed. •All submissions made to the City will be in electronic format. Reprographics has not been included in this scope of work. If needed for the project, reprographics will be charged at cost. •Mileage is included in the rate. Schedule Services are anticipated to be from September 2019 through February 2020. This six month schedule is to allow for sufficient review and comment time for all departments. Designation Proj Mgr Eng Mgr Tech Anlst Admin Name Soma Soma Whitney Pam Rate 210.00$ 180.00$ 150.00$ 85.00$ Task Hours Total Labor Total Total Costs 1 Kick off meeting 0 6 0 0 6 1,080.00$ 1,080.00$ Draft Set 0 2 8 4 14 1,900.00$ 1,900.00$ Comment Meeting 0 6 6 0 12 1,980.00$ 1,980.00$ Final Set 0 6 12 12 30 3,900.00$ 3,900.00$ City Attorney Approval 0 8 2 0 10 1,740.00$ 1,740.00$ Project Management 4 0 0 0 4 840.00$ 840.00$ Subtotal Hours 4 28 28 16 76 Subtotal Costs 840.00$ 5,040.00$ 4,200.00$ 1,360.00$ 11,440.00$ 11,440.00$ 2 Specifications List 0 2 4 0 6 960.00$ 960.00$ Solicit Specs and prepare Draft 0 8 24 8 40 5,720.00$ 5,720.00$ Comment Meeting 0 6 6 0 12 1,980.00$ 1,980.00$ Final Set + Coodination 0 8 12 10 30 4,090.00$ 4,090.00$ Project Management 4 0 0 0 4 840.00$ 840.00$ Subtotal Hours 4 24 46 18 92 Subtotal Costs 840.00$ 4,320.00$ 6,900.00$ 1,530.00$ 13,590.00$ 13,590.00$ 3 Draft Set 0 4 16 4 24 3,460.00$ 3,460.00$ Final Set 0 4 10 4 18 2,560.00$ 2,560.00$ Project Management 2 0 0 0 2 420.00$ 420.00$ Subtotal Hours 2 8 26 8 44 Subtotal Costs 420.00$ 1,440.00$ 3,900.00$ 680.00$ 6,440.00$ 6,440.00$ 31,470.00$ Task Description GENERAL PROVISIONS / FRONT END FORMS SUPPLEMENTAL PROVISIONS / TECHNICAL SPECIFICATIONS STANDARD OPERATING PROCEDURE PSA19-597CAAppendix "A"DocuSign Envelope ID: C7F2EAA4-87B5-4CB9-8BA2-540FCCCAC685 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 Services19660 10th Ave NEPoulsbo WA 98370 McKenzie Tellekson CA Lic # 0L63527 360-626-2023 360-626-2023 mtellekson@hallandcompany.com RLI INSURANCE COMPANY 13056 20853 AXIS US Insurance 37273Proteus Consulting4849 Ronson Court, Suite 208San Diego CA 92111 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 Professional Liab;Claims Made 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 #35050New York NY 10163-4668 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 Proteus Consulting ¤¤ 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. PremiumEndorsement 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 PSA19-597CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 PROJECT NO. 3840-13 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Proteus Consulting ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide engineering support services and design support during construction 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 January 22, 2019, (“proposal”), attached as Appendix "A" for the Sewer Lift Station Repairs and Upgrades, (the “Project"). The Project services shall include design and construction support of pump replacement at Knots sewer lift station and engineering support for the replacement of emergency well grating and station HVAC. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within two hundred thirty-five (235) working days thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City 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 materials. Appendix "A", attached, prepared by Contractor and reviewed by City, 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 the City 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 the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $16,335. DocuSign Envelope ID: DD5CCDFF-CEA9-4666-97DF-46048D91E3A0 February 6, 2019 PSA19-597CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT ENGINEERING SUPPORT SERVICES TASK GROUP TIME & MATERIALS Task 1 - Knots Lane Lift Station $12,200 Task 2 - North Batiquitos Lift Station $4,135 TOTAL (Not-to-Exceed) $16,335 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) 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Vicki V. Quiram, Utilities Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: DD5CCDFF-CEA9-4666-97DF-46048D91E3A0 February 6, 2019 Appendix “A” 4849 Ronson Court, Suite 208, San Diego CA 92111 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 1 of 2 Task Order #1 for PSA19-597CA City of Carlsbad – Knots Lane and North Batiquitos Lift Station Upgrades Scope of Work 1.Knots Lane Lift Station – Proposed upgrades to the Knots Lane Lift Station include installation of a bypass system to the lift station and pump upgrades. PROTEUS Consulting shall provide biddable plans, specifications, and cost estimates for the work, including bid-phase and construction phase services. Previous work performed included the design of replacement of the pumps and appurtenances; hence the new work effort shall include revision of the previous drawings to include the bypass system design. New set of plans and specifications (front-ends, and technical) will be created, to include the bypass system. Bid phase support services attendance of pre-bid meeting or an administrative meeting with the City, and preparation of any addenda, as required. Construction phase services include review RFIs, submittals, change orders, perform field inspections, schedule review, and record drawings. PROTEUS Consulting shall provide electronic record drawings, in AutoCAD and PDF format, to City upon completion of the project based on contractor or inspector redlines. 2.North Batiquitos Lift Station – Proposed upgrades to North Batiquitos Lift Station include the replacement of air handlings systems within the lift station, and replacement of the fiberglass grating on the overflow tank. The City is interested to self-perform these projects. Based on previous design work performed at this lift station, PROTEUS Consulting is providing relevant documents to the City to self-perform. The following two tasks are anticipated: a.Grating – Use of services of a Structural Engineer registered in California to ascertain the adequacy of the existing supports for new grating to be installed. Provision on an updated record drawing per field installation information. b.Air Handling System Replacement – PROTEUS Consulting shall review the submittals and address any RFIs including one field inspection, and provide record drawings based on contractor or inspector redlines. Compensation A total budget allocation of $16,335 expected, billing will be on time and materials expended. The following compensation schedule is proposed: Designation PM EM PE CAD Name Soma Soma Sanpreet Paul Rate 200.00$ 180.00$ 140.00$ 135.00$ Task Hours Total Labor Total Subconsultant Total Costs 1 Plans, Specs, Estimate 0 4 24 20 48 6,780.00$ -$ 6,780.00$ Meeting with City 2 0 0 0 2 400.00$ -$ 400.00$ Bid Phase Services 0 4 4 0 8 1,280.00$ -$ 1,280.00$ Construction Phase Services 0 4 10 12 26 3,740.00$ -$ 3,740.00$ Subtotal Hours 2 12 38 32 84 Subtotal Costs 400.00$ 2,160.00$ 5,320.00$ 4,320.00$ 12,200.00$ -$ 12,200.00$ 2 Grating 0 2 2 1 5 775.00$ 1,100.00$ 1,875.00$ Meeting with City 4 0 0 0 4 800.00$ -$ 800.00$ Air Handling System Replacement 0 2 4 4 10 1,460.00$ -$ 1,460.00$ Subtotal Hours 4 4 6 5 19 Subtotal Costs 800.00$ 720.00$ 840.00$ 675.00$ 3,035.00$ 1,100.00$ 4,135.00$ TOTAL 16,335.00$ NOTE: Subconsultant cost is marked up at 10%. Task Description KNOTS LANE LIFT STATION - DESIGN, BID, CONSTRUCTION PHASE SERVICES NORTH BATIQUITOS LIFT STATION - BID/ CONSTRUCTION PHASE SERVICES DocuSign Envelope ID: DD5CCDFF-CEA9-4666-97DF-46048D91E3A0 Appendix “A” 4849 Ronson Court, Suite 208, San Diego CA 92111 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 2 of 2 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 mylar printing) will be charged at cost. • Resident engineer / construction management is not included. • Mileage is included in the rate. Schedule Services are anticipated to be from January 2019 through July 2019. DocuSign Envelope ID: DD5CCDFF-CEA9-4666-97DF-46048D91E3A0 PSA 19-597CA MASTER AGREEMENT FOR UTILITIES PROJECT MANAGEMENT AND CAPITAL IMPROVEMENT PROJECT IMPLEMENTATION SERVICES PROTEUS CONSUL TING THIS AGREEMENT is made and entered into as of the ~ day of j\}b\l'·fYY)\;2et'.2--:: , 2018, by and between the CITY OF CARLSBAD, a municipal corporatioo, ("City"}, and PROTEUS Consulting, a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City 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 the City 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, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 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 City 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, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. 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 the City 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 City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and City Attorney Approved Version 6/12/18 PSA 19-597CA unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) 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, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, 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 the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 6/12/18 2 PSA 19-597CA recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 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 the City). $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 the City's satisfaction, a declaration stating this. 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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 PSA 19-597CA 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 the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City 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. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill Ill City Attorney Approved Version 6/12/18 4 PSA 19-597CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Soma Bhadra Title CEO, Project Manager Address 4849 Ronson Court, Suite 208 San Diego, CA 92111 Phone No. 858-353-2805 Email soma@consult-proteus.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [8l 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 the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City City Attorney Approved Version 6/12/18 5 PSA19-597CA Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide 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, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 PSA 19-597CA 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 the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 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 Ill Ill City Attorney Approved Version 6/12/18 7 PSA 19-597CA 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) CITY OF CARLSBAD, a municipal corporation of the State of California By: SOMA 'BHA."DRA., C£D/PR-ESrD£NT ' (print name/title) (sign here) SoMA '6HAD~> CSEcR~TARy (print name/title) ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: !CU Ck/? Deputy City Attorney City Attorney Approved Version 6/12/18 8 • Jurat Certificate 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 Ca-lif-or-ni-a--~~-~1no_JOJ_1iie1~g~~0:__1~------------------County of I -;10 ffi d) before me on this ____ }_j'.__ ______________ _ Subscribed and sworn to (or a rme -~r?_Lr\2IVV7~/A-_JQ3Qth~a~Jwr°"~--- day of cc-+ohe ( 2011 by .__:) l _j Q I f (/\._,, pcoved to me on the basis of satisfacto')I evidence to be the person(s) w~ ~ Place Sea/ Here Signature -~--t"-:::::a-~"""?"~"+---==----------- Description of Attached Document Type or Title of Document J"h J/J/1 u1 /', r I-i ' ' S LI ----~!~ l'_L.~(f....Lf.Lf--L,.t;~c---=-a~9~r~-e__:_tf_1v,;__1f;__r.:__ 1i,.!_,-_.Hc__..;O"'-=--r V{ T / )! i-i e P10ec f- 0 a /'It? tf7f/11t°f"Z / Cll1d ! Document Dat~'O / ( /io Number of Pages / (C/ p 'f '/-r _ !J _ !_Lo I ) a I /Mp fOL/f/"101 Signer(s) Other Than Named Above I DSG !018 CA (Rev 0l-2/ll) PSA 19-597CA 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 and Sewer Master Planning 8. Business Process Improvements C. Front-End Support D. Data On-Boarding Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 · nroteus ~-· -a.coNsor.:ro.oe- -0~, <I'. MASTER AGREEMENT RA TE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE 1. Soma Bhadra Project Manager 2. nm Smith Water Lead 3. Bill Pearce Recycled Water Lead 4. Steart Seymour Sewer Lead s. \raj Asgharzadeh QC/ Government 6. Whitney Sears Technical Analyst 7. carolyn Ellis Project Associate/ Analyst 8. Steffani Seiler Environmental Engineer 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 100/4 markup. • Subconsultants will be charged at 100/4 markup. Master Agreement Service 10 PSA 19-597CA HOURLY RATE $210.00 $180.00 $180.00 $180.00 $180.00 $150.00 $150.00 $130.00 RFQ no. 18-05 PSA 19-597CA nroteus ~--,o~~ONSULT!NG- -0;::> <t 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 2.00times 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. · @Ronson couKsuite2oi; San oi~go; caiifomra g2:i:i1 Phone: +1858 353 280S Email: soma@consuft-proteU5.com 11 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 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 ~f~~~CT McKenzie Martonik CA Lie 0L63527 Hall & Company rA~~NJn Ext\: 360-626-2023 I FAX NE Insurance Services (A/C Nol: 360-598-3703 19660 10th Ave NE ioMl~~SS: mmartonik@,hallandcompany.com Poulsbo WA 98370 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Atlantic Specialty Insurance Company 27154 INSURED 20853 INSURER B: RLI INSURANCE COMPANY 13056 Proteus Consulting INSURERC: 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 UMn POLICY NUMBER IMM/DD/YYYYl IMM/DDIYYYYl LIMITS B X COMMERCIAL GENERAL LIABILITY PSB0006793 1/18/2018 1/18/2019 EACH OCCURRENCE $2,000,000 1 CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $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-DLoc 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 /Ea accident\ - ANY AUTO BODILY INJURY (Per person) $ -OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY f--AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident) -f-- $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ B WORKERS COMPENSATION PSW0003812 1/18/2018 1/18/2019 X I PER I I OTH-STATUTE ER AND EMPLOYERS" LIABILITY 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;Claims 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 /) , : -~..,... .. tf i,_(_ .., ... f(v,J.,1,.'.,, t,c\.L - 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 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA WC 04 03 06 (Ed. 4-84) 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 __ 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 01-18-2017 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