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Rockwell Construction Services LLC; 2017-02-08; UTIL1512
UTIL1512 General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR SCADA MASTER PLAN TECHNICAL GUIDANCE SERVICES ROCKWELL CONSTRUCTION SERVICES, LLC This Amendment No. 2 is entered into and effective as of the ________ day of _______________________________, 2020, extending and amending the agreement dated February 8, 2017 (the “Agreement”) by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Rockwell Construction Services, LLC, a California limited liability company (“Contractor") (collectively, the “Parties”) for technical advice related to SCADA master planning and implementation. RECITALS A. On August 29, 2018, the Parties executed Amendment No.1 to the Agreement to alter the Agreement’s scope of work to extend and fund the Agreement for a period of one (1) year; and B. The Parties desire to alter the Agreement’s scope of work as defined in attached Exhibit “A” to incorporate and update new hourly rates; and C. The Parties desire to extend and fund the Agreement for a period of one (1) year; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on February 7, 2021 on a time and materials basis not-to-exceed thirty thousand dollars ($30,000). 2. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty thousand dollars ($30,000). 3. CMWD will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed thirty thousand dollars ($30,000). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 4. Contractor will complete all work described in Exhibit “A” by February 7, 2021. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. DocuSign Envelope ID: BC950B59-89DC-4FC7-8CD8-64D685478F72 27th January UTIL1512 General Counsel Approved Version 1/30/13 2 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 7. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad ROCKWELL CONSTRUCTION SERVICES, LLC, a California limited liability company By: By: (sign here) Vicki Quiram, General Manager, as authorized by the Executive Manager James E. Hudson, President (print name/title) By: (sign here) Thomas M. Klein, Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Deputy General Counsel DocuSign Envelope ID: BC950B59-89DC-4FC7-8CD8-64D685478F72 EXHIBIT "A" SCOPE OF SERVICES DocuSign Envelope ID: BC950B59-89DC-4FC7-8CD8-64D685478F72 Carlsbad Municipal Water District Professional Services for the SCADA Master Plan Project Page 1 of 1 Rockwell Construction Services, LLC RATE SCHEDULE 2020 Carlsbad Municipal Water District Professional Services for the SCADA Master Plan Project TASK HOURLY RATE Standard Professional Services $160 (Office and Field Activities) 1. Overnight per diem expenses are $150 per night.1 2. Any site visit that is over a 100 mi (round trip) from San Marcos, CA will be billed based on a 2 hour minimum. 1 3. Drive/travel time not included in the 2-hour minimum above, will be billed at an hourly rate of $80.00. 4. The above rates are all inclusive and include overhead. 5. Should any miscellaneous out of pocket expenses be incurred, the cost will be passed through without mark-up. Project materials will be billed at cost plus 15% mark-up. Billing will be monthly, net 30 days. 6. Rates are valid through February 28, 2021. Rates are subject to change starting March 1, 2021. 1 Items such as per diem and travel, would only apply for services provided at a location over 100 miles (round trip) from San Marcos, CA. DocuSign Envelope ID: BC950B59-89DC-4FC7-8CD8-64D685478F72 UTIL1512 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES FOR THE SCADA MASTER PLAN ROCKWELL CONSTRUCTION SERVICES, LLC Th5· Amendment No. 1 is entered into and effective as of the Z,ti~ day of JSk: , 2018, amending the agreement dated February 8, 2017 (the "Agre~;;) by and between the Carlsbad Municipal Water District, , a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Rockwell Construction Services, LLC, ("Contractor") (collectively, the "Parties") for SCADA master plan. RECITALS A. The Parties desire to alter the Agreement's scope of work to extend and fund the Agreement for a period of one (1) year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on February 7, 2020 on a time and materials basis not-to-exceed thirty thousand dollars ($30,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill General Counsel Approved Version 9/27/16 UTIL1512 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By: k ~~~a .:::::Y-A.Me..C::.. e. . ~c...)~~o..1. k~ . (print name/title) By: ~ /1,f;,-t/a.~- (sign here)~ 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: 7_,.A;~ Terry S ith, Interim General Manager 1h0Mtt1 t1. K ,~~,t"\ . c.S'ec t"€.·-b..-i~ (print name/title) 1 J If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel General Counsel Approved Version 9/27/16 2 ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DO/YYYY) ~ 5/4/2018 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 pollcy(les) 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 NAiie:-' Tony Katzdorn Valley Center Insurance Agency, Inc. W~,f0 Ext1: 760-749-0622 l[NC,No): 760-749-0628 27525 Valley Center Rd, Suite B ADDRESS: tony@vciainc.com INSURER(Sl AFFORDING COVERAGE NAIC# Valley Center CA 92082 INSURER A: STATE COMPENSATION INS FUND 35076 INSURED INSURER B: HISCOX INS CO INC 10200 Rockwell Construction Services, LLC INSURERC: 31480 Justin Place INSURERD: INSURERE: Valley Center CA 92082 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. '['fR TYPE OF INSURANCE INSD WVD POLICY NUMBER (r.iMiooimvi (MMioo/vmi LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -D CLAIMS-MADE OoccuR PREMISES (E·~~~~-) $ MED EXP (Any one person) $ - PERSONAL & ADV INJURY $ -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl DPRO-DLOC POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABUTY (Ea acclde~tj"'u"~ c,m, I $ -ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED -NON-OWNED AUTOS ONLY AUTOS ONLY cre,~c°dde~t'i'~mu" $ --$ UMBRELLA LIAS HOCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ wuRKERS COMPENSATION XlsrATUTE 1 IE'Fin-AND EMPLOYERS" LIABILITY Y/N A ANY PROPRIETOR/PARTNER/EXECUTIVE D NIA y 9158469-18 05/06/2018 05/06/2019 E.L, EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 ~ t"· describe under Pl SCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 Each Claim $1,000,000 B Professional Liability URA1071881.18 05/06/2018 05/06/2019 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Waiver of Subrogation per form 10217 (Rev.7-2014), for Insurer A 30 day notice of cancellation, 10 day for non payment CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City ofCarlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services AUTHORIZED REPRESENTATIVE P.O. Box 4668-ECM#35050 .....--2 ./ - 1 New York, NY 10163-4668 c--/J F re.... - ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD ACORD• CERTIFICATE OF LIABILITY INSURANCE I OATI:: (1111,no/YYVY) ..___ 02/26/2018 TtlS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER_ THIS CERTIFICATE DOES NOT AFARMATIVELY 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 ADDmONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED. subject to the tenns 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). PROOu<:~ ST A TE FARM • .00.E:~T MIKE MIKE BUCCIERI AGENCY ~u,LIU: 76o-913-4000 -,,;ic- (AIC, N1>): 76o-91 J-4001 e.-.. Stmfatm 2035 CORTE DEL NOGAL SUITE 280 ADDFESS: MIKE@MlKEBAGENT _COM A CARLSBAD, CA 92011 INlll.l~R{~J N',<)IU)a,IC._4;:QVfJIA(:;I!. --NAI(: II --~-----------'----INSURl'R A: SI.ale Farm Rrc and Ca:;uallv Como;:mv -25143 IN5UA20 ROCKWELL CONSTRUCTION SERVICES LLC INSUR£R8: 4346 MANCHESTER AVE IN5U~ltC: --~- ENCINITAS. CA 92024 INSURl:RD: mj_$U~RE: ----~-"'-----·------·· ______ " _________ IN!iUltl!R P - COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTlfY THAT THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERtOO INDICATED_ NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO 'MUCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POllCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHCY..vN MAY HAVE BEEN REDUCED BY PAID CL.AIMS. IN:&AI ~2-SIJ81f I POUCYifiiF f POl.icY'U::i -----· LTR TYl'l!i Of INSUltANCIE -1 ""'"'-Y .. .__, UMITS A ! GeNelW. LIMIIUTY y 90-CJ-X103-0 10/20/2017 ' 10/20l2018 FAC:H {)r.CUARFNCf s 2,000,00., ~ D~ T.D Ra!TED -~ COMUERCIAI. GENERAL l.JABlllTY . PIU:IMSES ltB occurr~r«,i s CLAIMS·WIC< X OCCIJA , MEO E.XP (Any c,,c ~tr.h'I) s 5,000 1 PCRSONAI. & MN IIUJRY s 2,c.:<J,000 GCNCRAL AGGRCGATC ,S 4.C00.000 i I ' GEN'L AGGACG,1,TC LIMIT N'PUCS PCR: t't<OUUClS • C(lft.lPi'OP AGG $ X' POLJCY I I~; I tOC 1 l'UTOl'OBIU: LIAIJIUTY ~L 159 9387-D20-55J 10/20/2017 10120/2018 {,_VoMB>Nl:D 51tlGU: llf.ltl' t (F~~>I) ANY"'-\nO 358 4519-020-55D I 10/20/2017 10/20J2018 00D11 Y IN.IURY (Ptr pr:r.:on) l 1000_000 ·-x-· Alt OWNF.D 1~ RClDU Y IH.JUR'I' l~ ~"lf-t•OAntl ~ 1,()UUJJUU_ _ ·-Al/TOS 4041565-020-558 10/20/2017 10/20/2018 f'ROPEim'-C>AMAGE HIREDMJTOS Auros 10/20/2017 : (P<H awdot~) s 1.000.000 434 049S-A24-55 10/20/2018 t ,x UIIMEUA LIA8 ,~1 OCCUR LJLJ 90-CV-G040-5 10/20/2017 10/2012018 EAC>1 OCCURRi;-,,,::f t 2.000_000 UCESS UA8 I I Cl.AIMS-MADE : AGGRCGATC ~ 2.000.000 OCD X I R£TE1,mON$ 10,000 I ! s WOAKl!.RS COIIPENSATION I i WCSTA1U-I 'OTH· AND EMPLO"l'l!RS' LWlllJ'n' V I N I i IOK'l'U~ITS ER ~" P!IO~IE•OR:P.~RTNERIEJ<ECIJTl\•E l I :01 1-.L. t-ACHACl;.tot,NI t Of'FIC!'.'UfMllf'R F.XCLl)r,t:o·, i MI A : , (M.-dalofy ;.. NH) i · ' I: l DIStASE -E:A l:lllf'lOYl:f t "~•-~·.onw ! I ,, •· •u•....,, .,.,._. rif-. -----· ·-..... ~._ ' f-l [H~f-oll.'>t--POI.ICY I It.Ill s OLJ I I -1· I DESCRIPTION Of OPERl'TIOIIIS I LOCAllOflS I VEHICLES (Attach ACORD 101, .Addltlall.al R.-Schedule, If"'°"' Sf>X" i• mquired) Certificate Holder is a<ldilionally insised This insurance is primary and noo-cootributory wit/I respects lo claims arising out of lhe operation of lhe dosaibed vehicle and business. The poficy includes a loss payable clause protecting the additional insured's lnlerosl in !he described car to the e>deflt of the insurance provided and subject to all policy proviSions. The additiol'IIJI insured wiU be given 30 days notice if the policy is terminated_ Until such notioo is provided. it shall be presumed that the required rooowal premiums have been paid. The additional insured must notify us within 1 O days of any ch3nge of interest or ownership coming to lheir attenti-On. Failure to do so will render this policy null and void. CERTIFICATE HOLDER CITY OF CARLSBAO/CMWD clo EXIGIS INSURANCE COMPLIANCE SERVICES PO BOX 4668 -ECM #35050 NEW YORK, NY 10163-4668 CANCELLATION ACORD 25 (2010/05) The ACORD name and logo are registered _ All rights reserved- 1001486 132849.8 01-23-2013 ,/ / Policy No. 90 CJX103 0 CMP-4786.1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED -OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 90 CJX103 o Named Insured: ROCKWELL CONSTRUCTION SERVICES LLC 31480 JUSTIN PL VALLEY CENTER CA 92082 3862 Name And Address Of Additional Insured Person Or Organization: CITY OF CARLSBAD CMWD C/O EXIGIS INSURANCE COMPLIANCE SERVICES PO BOX 4668 NEW YORK NY 10163 4668 1. SECTION II -WHO IS AN INSURED of SECTION II -LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", or "personal and advertis- ing injury" caused, in whole or in part, by: a. Ongoing Operations (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for that additional insured; or b. Products -Completed Operations "Your work" performed for that additional insured and included in the "products- completed operations hazard". However, Paragraph 1. above is subject to the following: a. The insurance afforded to the additional insured only applies to the extent permit- ted by law; b. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the contract or agreement to provide for such addition- al insured; and c. If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: (1) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or (2) You are required by contract or agreement to provide for such addi- tional insured. We have no duty to defend or indemnify the additional insured under this endorsement un- til a claim or "suit" is tendered to us. ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit" brought for damages for which you are provided coverage. 3. With respect to the insurance afforded to the additional insured, the following is added to SECTION II -LIMITS OF INSURANCE: If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 4. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II -GENERAL CONDITIONS: The additional insured must: a. See to it that we are notified as soon as practicable of an "occurrence" or an of- fense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occur- rence" or offense took place; (2) The names and addresses of any in- jured persons and witnesses; and CMP-4786.1 CMP-4786.1 Page 2 of 2 (3) The nature and location of any injury or damage arising out of the "occur- rence" or offense; b. Tender the defense and indemnity of any claim or "suit" to us and to all other insur- ers who may have insurance potentially available to the additional insured; and c. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II - LIABILITY. 5. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC- TION II -LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II - COMMON POLICY CONDITIONS: a. This insurance is primary to and will not seek contribution from any other insurance available to the additional insured, provided that the additional insured is a named in- sured under such other insurance. b. Regardless of any agreement between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. 1007033 148011 08-21-2014 IC, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. :nacerarm STATE FARM GENERAL INSURANCE COMPANY _iiil.._ A STOCK COMPANY WITH HOME OFFICES IN BLOOMINGTON, ILLINOIS DECLARATIONS AMENDED JUN 20 2018 ~~ Po Box 853925 Richardson, TX 75085-3925 001444 3123 Addi Insured-Section II Only CITY OF CARLSBAD CMWD C/0 EXIGIS INSURANCE COMPLIANCE SERVICES PO BOX 4668 NEW YORK NV 10163-4668 M-12-0695-FB2F F N Policy Number 90-CJ-Xt03-0 Policy Period Effective Date Ex_piration Date 12 Months OCT 20 2017 OCT 20 2018 T.he polii:y period begins c1nd ends at 12:01 am standard time at tile premises 1ocat10n. Named Insured ROCKWELL CONSTRUCTION SERVICES LLC 31480 JUSTIN PL VALLEY CENTER CA 92082-3862 Office Policy . Automatic Renewal -If the policy period is shown as 12 months, this policy will be renewed automatically subjectto the premiums, rules and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lien holder written notice in compliance with the policy provisions or as required by law. Entity: Limited Liability Company Reason for Declarations: Your policy. is amended JUN 20 2018 ADDITIONAL INSURED ADDED PREMIUM ADJUSTMENT Endorsement Premium Increase Discounts Applied: Renewal Year Years in Business Claim Record Prepared JUL 10 2018 CMP-4000 FORM CMP-4786.1 ADDED $ 44.00 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 013790 290 Al Continued on Reverse Side of Page ., Page 1 of 7 DECLARATIONS (CONTINUED) Office Policy for CITY OF CARLSBAD CMWO Policy Number 90-CJ-X103-0 SECTION I -PROPERTY SCHEDULE Location Location of Limit of Insurance* Number .Described Premises Coverage A- Buildings 001 31480 JUSTIN PL No Coverage VALLEY CENTER CA 92082-3862 002 4346 MANCHESTER AVE No Coverage ENCINITAS CA 92024-4931 Limit of Insurance* Seasonal Increase- Covera~e B-Business Business ersonal Personal · · Prop·erty Property $ 6,400 25% $ 6,600 25% • As of the effective date of this policy, the L1m1t of Insurance as shown includes any increase m the limit due to Inflation Coverage. SECTION I • INFLATION COVERAGE INDEX(ES} Cov A -Inflation Coverage Index: N/A Cov B -Consumer Price Index: 245.5 SECTION I -DEDUCTIBLES Basic Deductible Special Deductibles: Money and Securities Prepared JUL 10 2018 CMP-4000 013790 $500 $250 Employee Dishonesty © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. · Continued on Next Page $250 Page 2 of 7 DECLARATIONS (CONTINUED). Office Policy for CITY OF CARLSBAD CMWD Policy Number 90-CJ-X103-0 Equipment Breakdown $500 Other deductibles may apply -refer to policy. SECTION 1-EXTENSIONS OF COVERAGE -LIMIT OF INSURANCE -EACH DESCRIBED PREMISES The coverages and corresponding limits shown below apply separately to each.described premises shown in .these · Declarations, unless indicated by "See Schedule." If a coverage does not have a corresponding limit shown below, but has "Included" indicated, please refer to that policy provision for an explanation of that coverage. · COVERAGE Accounts Receivable On Premises _Off Premises · Arson Reward Back-Up Of Sewer Or Drain Collapse Damage To·Non-Owned Buildings From Theft, Burglary Or Robbery Debris Removal Equipment Breakdown Fire Department Service Charge Fire Extinguisher Systems Recharge Expense Forgery Or Alteratio·n Glass Expenses Increased Cost Of Construction And Demolition Costs (applies only when buildings are insured on a replacement cost basis) · Money And Securitjes (Off Premises) Money And_ S~curities (On Premises) Money Orders And Counterfeit Money Prepared JUL 10 2018 CMP-4000 ©Copyright.State Farm Mutual Automobile Insurance Company, 2008 lnclud.es copyrighted material of Insurance Services Office, Inc., with its permission. 013791 290 "' Continued on Reverse Side of Page · LIMIT OF -INSURANCE . · See Schedule· ·. . ·.See. Schedule $5,000 . See Schedule Included Coverage B Limit 25% of covered loss Included $5,000 $'5,000 · .. · $10,000 lhch.ided ·10% See Schedule See Schedule $1,000 Page 3 of 7 DECLARATIONS (CONTINUED) Office Policy for CITY OF CARLSBAD CMWD Policy Number 90-CJ-X103-0. Newly Acquired Business Personal Property (applies only if this policy provides Coverage B -Business Personal Property) Newly Acquired Or Constructed Buildings (applies only if this policy provides Coverage A -Buildings) Ordinance Or Law -Equipment Coverage Outdoor Property Personal Effects (applies only to those premises provided Coverage B -Business Personal Property) · · Personal Property Off Premises Poll.utant Clean Up And Removal Preservation Of Property Property Of Others (applies only to those premises provided Coverage B -Business Personal Property) Signs · Unauthorized Business Card Use Valuable Papers And Records On Premises . Off Premises Water Damage, Other Liquids, Powder Or Molten Material Damage SECTION I· EXTENSIONS OF COVERAGE· LIMIT OF INSURANCE· SCHEDULE $100,000 $250,000 Included See Schedule $5,000 $15,000 $10,000 30Days See Schedule See Schedule $5,000 See Schedule See Schedule Included The cov~rages and corresponding limits shown below apply only to the described premises as shown. LOCATION 0001 Prepared JUL 10 2018 CMP-4000 013791 COVERAGE Signs Back-Up Of Sewer Or Drain Money And Securities (On Premises) Money And Securities (Off Premises) Property Of Others (applies only to those premises provided Coverage B -Business Personal Property) Accounts Receivable (On Premises) Accounts Receivable (Off Premises) © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Continued on Next Page LIMITOF INSURANCE $2,500 $15,000 $10,000 $5,000 $2,500 $50,000 $15,000 Page 4 of 7 DECLARATIONS (CONTINUED) Office Polley for CITY OF CARLSBAD CMWD Policy Number 90-CJ-X103-0 0002 Outdoor Property Valuable Papers and Records (On Premises) Valuable Papers and Records (Off Premises) Signs Back-Up Of Sewer Or Drain Money And Securities (On Premises) Money And Securities (Off Premises) Property Of Others (applies only to those premises provided Coverage B -Business Personal Property) Accounts Receivable (On Premises) Accounts Receivable (Off Premises) Outdoor Property Valuable Papers and Records (On Premises) Valuable Papers and Records (Off Premises) SECTION 1-EXTENSIONS OF COVERAGE -LIMIT OF INSURANCE -PER POLICY $5,000 $50,000 $15,000 $2,500 $15,000 $10,000 $5,000 $2,500 $50,000. $15,000 $5,000 $50,000 $15,000 The coverages and corresponding limits shown below are the most we will pay regardless of the number of described premises shown in these Declarations. COVERAGE Dependent Property -Loss Of Income Employee Dishonesty Utility Interruption -Loss Of Income Loss Of Income And Extra Expense SECTION II -LIABILITY LIMIT OF INSURANCE $5,000 $10,000 $10,000 Actual Loss Sustained -12 Months LIMIT OF COVERAGE INSURANCE Coverage L -Business Liability $2,000,000 Prepared JUL 1 O 2018 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 013792 290 Continued on Reverse Side of Page Page 5 of 7 "' DECLARATIONS (CONTINUED) Office Polley for CITY OF CARLSBAD CMWD Policy Number 90-CJ-X103-0 Coverage M -Medical Expenses (Any One Person) Damage To Premises Rented To You AGGREGATE LIMITS Products/Completed Operations Aggregate General Aggregate $5,000 $300,000 LIMIT OF INSURANCE $4,000,000 $4,000,000 Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable · annual period. Please refer to Section II -Liability in the Coverage Form and any attached endorsements. Your policy consists of these Declarations,· the BUSINESSOWNERS COVERAGE FORM shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the· issuance of this policy. · · FORMS AND ENDORSEMENTS CMP-4101 CMP-4786.1 CMP-4819.1 FE-6999.2 CMP-4705.1 CMP-4710 CMP-4709 CMP-4698 CMP-4704 CMP-4703 CMP-4713.1 CMP-4610 CMP-4787 CMP-48q0.1 FD-6007 Prepared JUL 10 2018 CMP-4000 013792 Businessowners Coverage Form * Addi I nsd Owners Lessee Sched Unauthorized Business Card Use Terrorism Insurance Gov Notice Loss of Income & Extra Expense Employee Dishonesty Money and Securities Back-Up of Sewer or Drain Dependent Prop Loss of Income Utility Interruption Loss lncm Exel Testing Consulting E&O General Agg Limit Per Proj . Waiver of Trans Rgt of Recov Al Design Person Org Inland Marine Attach Dec * New Form Attached ©Copyright.State Farm Mutual Automobile Insurance Company, 200B Includes copyrighted m.aterial of Insurance Services Office, Inc., with its permission. Continued on Next Page Page 6 of 7 DECLARATIONS (CONTINUED) Office Policy for CITY OF CARLSBAD CMWD Policy Number 90-CJ-X103-0 This policy is issued by the State Farm General Insurance Company. Participating Policy You are entitled to participate In a distribution of the earnings of the company as determined by our Board of Directors in accordance with the Company's Articles of Incorporation, as amended. In Witness Whereof, the State Farm General Insurance Company has caused this policy to be signed by its President and Secretary at Bloomington, Illinois. ~m.~ ~~ Secretary President IMPORTANT NOTICE: Callfomla law requires us to provide you with information for filing complaints with the State Insurance Depanment regarding the coverage and service provided under this policy. Your agent's name and contact information are provided on the front of this document. Another option is to reach out by mall or phone directly to: State Farm® Executive Customer Service POBox2320 Bloomington IL 61702 Phone# 1-800-STATEFARM {1-800-782-8332) Department of Insurance complaints should be filed only after you and State Fann or your agent or other company representative have failed to reach a satisfactory agreemem on a problem. California Department of Insurance Consumer Services Division 300 South Spring Street Los Angeles, CA 90013 . Phone# 1-800-927-HELP (4357) or visit www.insurance.ca.gov/01-consumers Prepared JUL 10 2018 CMP-4000 © Copyright, State Farm Mutual Automobile Insurance Company, 200B Includes copyrighted material of Insurance Services Office, Inc., with its permission. 013793 290 Page 7 of 7 ~· STATE FARM GENERAL INSURANCE COMPANY A STOCK COMPANY WITH HOME OFFICES IN 81,.0OMINGTON, ILLINOIS eo Box 853925 R1cnardson, TX 75085-3925 M-12-0695-FB2F F N Named Insured ROCKWELL CONSTRUCTION SERVICES LLC 31480 JUSTIN PL VALLEY CENTER CA 92082-3862 ATTACHING INLAND MARINE INLAND MARINE ATTACHING DECLARATIONS Policy Number 90-CJ-X103-0 Policy Period Effective Date Ex_piration Date 12 Months OCT 20 2017 OCT 20 2018 The polii;y period begins !Ind ends at 12:01 am standard time attlle prem1sesloc:at10n. Automatic Renewal -If the policy period is shown as 12 months ,.this policy will be renewed automatic:ally subjectto the premiums, rules.and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lien holder written notice in compliance with the policy provisions or as required by law. · Annual Policy Premium Included The above Premium Amount is included in the Policy Premium shown on the Declarations. Your policy consists of these Declarations, the INLAND MARINE CONDITIONS shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the issuance of this policy. Forms, Options, and Endorsements FE-8739 FE-6271 FE-8745 Inland Marine Conditions Amendatory Endorsement Inland Marine Computer Prop See Reverse for Schedule Page with Limits Prepared JUL 10 2018 FD-6007 013794 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. _..,v-""u-" I VU-V ATTACHING INLAND MARINE SCHEDULE PAGE ATTACHING INLAND MARINE ENDORSEMENT NUMBER FE-8745 COVERAGE Inland Marine Computer Prop Loss of Income and Extra Expense $ $ LIMIT OF INSURANCE 25,000 25,000 DEDUCTIBLE AMOUNT $ 500 ANNUAL PREMIUM Included Included ----------OTHER LIMITS AND EXCLUSIONS MAY APPLY -REFER TO YOUR POLICY---------Prepared JUL 10 2018 FD-6007 013794 © Copyright. State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 530-665 a.2 05-31-2011 lolt3233cl UTIL1512 AGREEMENT FOR PROFESSIONAL SERVICES FOR THE SCADA MASTER PLAN (ROCKWELL CONSTRUCTION SERVICES, LLC) tf" T~S AGREEMENT is made and entered into as of the ~R day of tf< ~OCV"( , 2017, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and ROCKWELL CONSTRUCTION SERVICES, LLC, a California limited liability company ("Contractor"). RECITALS A. CMWD requires the professional services of an instrumentation and controls specialist that is experienced in SCADA master planning and implementation. B. Contractor has the necessary experience in providing professional services and advice related to SCADA master planning and implementation. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will not exceed twenty-nine thousand, seven hundred dollars ($29,700). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty thousand dollars ($30,000) per Agreement year. CMWD reserves the right to withhold a ten percent (1 0%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". General Counsel Approved Version 4/2/15 1 UTIL1512 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating General Counsel Approved Version 4/2/15 2 UTIL 1512 in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or General Counsel Approved Version 4/2/15 3 UTIL1512 maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD For Contractor Name Lindsey Ste~henson Name Thomas M. Klein Title Associate Engineer Title Project Manager Carlsbad Munici~al Water District Address 31480 Justin Place Address 5950 El Camino Real Valley Center, CA 92082 Carlsbad, CA 92008 Phone 760-715-3082 Phone 760-603-7356 E-mail Thomas.klein.rcs@gmail.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. General Counsel Approved Version 4/2/15 4 UTIL 1512 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (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 General Counsel Approved Version 4/2/15 5 UTIL 1512 Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill Ill Ill Ill General Counsel Approved Version 4/2/15 6 UTIL 1512 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR ROCKWELL CONSTRUCTION SERVICES, LLC, a California limited liability company CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: Elaine Lukey I A · ublic Works Director as authorized by the Executive Manager If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: Deputy General Counsel General Counsel Approved Version 4/2/15 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ~. . . County of Q Q.D.. ~ \ <:_ S:.§::J On \ \ ~ \ \ l before me, --"----"-~~____,""'-'-"-~~~-+-\-'o,..,..__._.____,"'--------'1t---=-=-lP\ \ C Date r--H re Insert Name and Tit e of the Office ~~n~ly~~~d-~~~-~~~~=~·-~~~\~~~6~~~~-·~t~~~~-------~ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be th~erso~ whose name~Xare ~~scribed to the within instrument and acknowledged to me that e he/they executed the" S'a:rne in ~her/their authorized capacit~, and that b~her/their signatur ) on the instrument the perso#," or the entity upon behalf of which the perso~ amed, executed the rnstrument. WINDY EDWARDS Commission # 2078756 Place Notary Sea/ Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature W(a \ UO/Y'h Signature of Notary Public ------------------------------OPTIONAL------------------------------ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ..____._"\""'~~t'~t'<\~~~''.s.~~~~;;.vt~~"?\' Number of Pages: ·"] S e ) · ei> Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ________________ _ ' Corporate Officer -Title(s): ______ _ I_ I Corporate Officer -Title(s): ______ _ 1 :Partner -11 Limited 1-1 General ! : Partner -lJ Limited LJ General ' Individual L i Attorney in Fact r Individual [I Attorney in Fact Trustee II Guardian or Conservator 11 Trustee l_i Guardian or Conservator Other: ________________ ___ I I Other: -------------~ Signer Is Representing: ___________ _ Signer Is Representing: ___________ _ .x.:<~-~~~~"<X,'C<,;~x;<x,~'G<,~~~"<X,~<,~~~~~<c<;,'<;<.;u<:..-cvxx;~'<:,(,'e<,,x,~,"<X,'C-(,'<X;<;;<,~'Q:.,'Q.;<x,'C(;<.:<,'<'-<;<.'.V~'<'-<;'<.:<,c-<.;< ©2014 National Notary Association o www.NationaiNotary.org o 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California-c, County of ='-~·.y_~· _,_{\-'---4-"-~-4'---'------.,.. On --------'---~-before me, -~-~~~~~----'-=-=---+-..L...C'-"-----'-~=------- Date____ Here Insert Nam personally appeared \ 'ru} Yt\(£S, ft) 'k \ e', (i -----------·· Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s} whose name(s} is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies}, and that by his/her/their signature(s} on the instrument the person(s}, or the entity upon behalf of which the person(s} acted, executed the instrument. A. LACARTE ~ Commission # 2013620 ~ i •"a Notart Public -California ~ J . San Diego County ~ 4 4 4 4 4 4Ml ~oT'! txtrts :IJ ~} -}~1 ~( Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h.aq~~l :'" t-{\ v_) t . . -.. Signature f K L 1 l/ ~ Signature of Notary Public ------------------------------oPTIONAL----------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. ~ascription of Attached Docume~t . . . SJ,· 1 ..; 1 '-< · ·-:_, 1 I T1tle or Type of Document: \\l...~n't-~""' J .. \ £:11 ): _:.. k~.o, .._ { Document Date: __ 1_,_/_2:..._"--'j--'! 1'--'l-+--- Number of Pages: 1 S1gner(s} Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ 0 Corporate Officer -Title(s}: ______ _ 0 Corporate Officer -Title(s}: ______ _ 0 Partner -0 Limited 0 General 0 Partner -0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator 0 Other: ______________ _ 0 Other: _____________ ___ Signer Is Representing: _________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827} Item #5907 December 20, 2016 Ms. Lindsey Stephenson Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 ~ EXHIBIT 11A11 ••• Subject: Proposal to Provide Professional Services for the SCADA Master Plan Project Ms. Lindsey Stephenson, Rockwell Construction Services (RCS) is pleased to offer a Proposal to Provide Professional Services to the Carlsbad Municipal Water District for the SCADA Master Plan for Sewer, Water, and Recycled Water Systems Project. Scope of Work Estimated Labor Services-The RCS services being proposed herein are to provide Technical Guidance Services to the Carlsbad Municipal Water District (CMWD) for services related to the upcoming SCADA Master Planning efforts. Following is a summary of Estimated Labor Services to cover the various SCADA Master Plan Project elements. 1. Request for Qualifications and Firm Selection Process a. Assist with screening potential firms. b. Assist with developing interview questions. c. Participating in interviews, currently scheduled for January 11th, 12th, and 13th, 2017. Proposed Hours for Task 1 Services = 40 Hours 2. Scoping Assistance a. Provide technical guidance on master plan scope development to help City/CMWD achieves goals of effort. Proposed Hours for Task 2 Services= 16 Hours 3. Master Planning Efforts a. Review sections of the master plan prepared by selected firm and help CMWD identify issues and/or key information missing. Issues may be on costs, compatibility, and constructability. Opportunities for feedback will probably be at following steps: i. Existing System Assessment. ii. Operational Needs and Deficiencies Assessment. iii. Options Evaluation. Rockwell Construction Services, LLC 31480 Justin Place I Valley Center, California 92082 1760-715-3082 iv. Alternatives Development. v. Alternatives Analysis. vi. Recommendations. vii. Implementation Plan. viii. SCADA Master Plan Preparation. ix. Additional Engineering Services through Project Implementation. Proposed Hours for Task 3 Services= 100 Hours 4. Meetings I Site Visits a. Attend review meetings at each of the steps enumerated above, as requested. b. Attend progress meetings, as requested. c. Participate in site visits to agencies that are operating some of the Master Plan top options. Proposed Hours for Task 4 Services = 40 Hours 5. Project Management a. Project Management. Proposed Hours for Task 5 Services = 24 Hours Estimated Costs The proposed estimated costs will be billed per the attached RCS Rate Schedule. The Total Estimated Costs to provide professional services as enumerated in the Scope of Work above is $29,700 (220 hours @ $135 per hour). For purposes of this proposal, reasonable assumptions have been made for the tasks addressed herein, and the services will be provided on a time and materials basis, up to the Total Estimated Costs. Expenditures will be monitored and communicated to the CMWD staff. RCS will not exceed the Total Estimated Costs without written consent from the CMWD. ESTIMATED COSTS Task 1: Request for Qualifications and Firm Selection Process= Task 2: Scoping Assistance= Task 3: Master Planning Efforts= Task 4: Meetings I Site Visits= Task 5: Project Management= Total Estimated Hours = 40 Hours 16 Hours 100 Hours 40 Hours 24 Hours 220 Hours Total Estimated Costs (220 Hours @ $135 per Hour) = $29,700 Carlsbad Municipal Water District Proposal to Provide Professional Services for the SCADA Master Plan Project Page 2 of 4 ~ ••• Ms. Stephenson, RCS looks forward to the opportunity to further discuss this proposal with the City/CMWD. Please contact me if you have any questions. Regards, Thomas M. Klein ROCKWELL Construction Services, LLC (760) 4 70-1576 thomas.klein.rcs@gmail.com Carlsbad Municipal Water District Proposal to Provide Professional Services for the SCADA Master Plan Project Page 3 of 4 ~ ••• RATE SCHEDULE Carlsbad Municipal Water District Professional Services for the SCADA Master Plan Project Standard Professional Services (Office and Field Activities) HOURLY RATE $135 1. Overnight per diem expenses are $150 per night.1 2. Any site visit that is over a 100 mi (round trip) from San Marcos, CA will be billed based on a 2 hour minimum. 1 3. Drive/travel time not included in the 2-hour minimum above, will be billed at an hourly rate of $67.50. 4. The above rates are all inclusive and include overhead. 5. Should any miscellaneous out of pocket expenses be incurred, the cost will be passed through without mark-up. Project materials will be billed at cost plus 15% mark-up. Billing will be monthly, net 30 days. 1 Items such as per diem and travel, would only apply for services provided at a location over 100 miles (round trip) from San Marcos, CA. Carlsbad Municipal Water District Proposal to Provide Professional Services for the SCADA Master Plan Project Page 4 of 4 ~ •••