Carlsbad City Council
September 24, 2024

CA Review GH
Meeting Date: Sept. 24, 2024
To: Mayor and City Council
From: Scott Chadwick, City Manager
Staff Contact: Steven Stewart, Municipal Projects Manager [email protected], 442-339-2938
Subject: Accepting the bid received, awarding a construction contract, authorization of an additional appropriation and approval of a construction management and inspection services agreement for the Fleet Fuel Island Upgrade Project
District: 2
Reco
mmended Actions

1. Adopt a resolution accepting the bid received, awarding a construction contract to GEMS Environmental Services, Inc. for the Fleet Fuel Island Upgrade Project in an amount not to exceed $2,591,321 and authorizing additional appropriations of $398,462 from the Infrastructure Replacement Fund and $400,000 from the General Capital Construction Fund to Capital Improvement Program Project No. 4747.

2. A dopt a resolution approving a professional services agreement with New City Consulting for construction management and inspection services for the Fleet Fuel Island Upgrade Project in an amount not to exceed $335,712.

Executive Summary
The Fleet Fuel Island Upgrade Project will replace three underground fuel storage tanks at the city’s Fleet Maintenance Building along with fuel dispensers and the fuel leak detection system.

The City Council approved the plans, specifications, and contract documents for the project on June 25, 2024, authorizing the City Clerk to advertise the documents for construction bids (Resolution No. 2024-158).

One bid was received from GEMS Environmental Services, Inc. Staff found GEMS Environmental Services to be a responsible bidder with a responsive bid in an amount not to exceed $2,591,321.

Staff posted a request for proposals for construction management and inspection services to oversee the construction work, to be ready in case the City Council approved the completed plans and authorized the project to go to bidding and construction. Following an evaluation of the proposals received, staff selected New City Consulting to provide the construction management and inspection services for the project in an amount not to exceed $335,712.

Sept. 24, 2024
Item #4 Page 1 of 36

The City Council is now being asked to approve this construction contract for the project and the professional services agreement.

The only bid received for the construction contract was higher than the project’s earlier estimate, so staff are requesting an additional appropriation of $398,462 from the Infrastructure Replacement Fund.

Staff are also requesting an appropriation of $400,000 from the General Capital Construction Fund to Capital Improvement Program Project No. 4747 to purchase electric vehicle chargers for the project.

Carlsbad Municipal Code Sections 3.28.080(C) and 3.28.080(I)(6) require the City Council to award all formally bid contracts when the value exceeds $200,000. This project is subject to this requirement.

The construction management and inspection services agreement requires the City Council’s approval under Carlsbad Municipal Code Section 3.28.060(D)(5) because the value of the services agreement is greater than $100,000.

Explanation & Analysis
Project overview
The Carlsbad Safety and Service Center complex was constructed in 1985 and consisted of the Police & Fire Headquarters located at 2560 Orion Way and the Fleet Maintenance Building and Fleet Fuel Island located at 2480 Impala Drive, as shown in Exhibit 3.

Renovation of the Police & Fire Headquarters is in progress, and renovation of the Fleet Maintenance Building is expected to begin in 2025. A separate project to upgrade the Fleet Fuel Island was added to the city’s Capital Improvement Program in fiscal year 2022-23, as Project No. 4747. The design work has since been completed and reviewed by staff, and a building permit is on file for the successful bidder to pick up.

The Fleet Fuel Island Upgrade Project will replace two underground 20,000-gallon unleaded fuel storage tanks and one underground 12,000-gallon diesel fuel storage tank. The project will also replace the three fuel dispensers and the fuel leak detection system.

The state requires single-walled underground storage tank systems, which are currently in place at the site, to be closed by Dec. 31, 2025. Staff expect to complete this project to replace the existing single-walled piping by December 2025, in time to meet the state’s requirements.

Additionally, a canopy has been incorporated into the design of the Fleet Fuel Island to provide shading and weather protection. Lighting on the underside of the canopy will provide enhanced lighting for safety during evening hours. Funding for the purchase and installation of EV chargers has also been included in the budget for this project.

Construction contract
As noted above, the City Council approved advertising the project for construction bids in June.

Staff evaluated the single bid the city received, on Aug. 14, 2024, from GEMS Environmental Services, Inc., bid in an amount not to exceed $2,591,321, and found it to be responsive.

Staff retained an independent cost estimator who estimated the cost of the project at $2,163,861. The bid that was received is higher than what was estimated, so staff request an Sept. 24, 2024
Item #4 Page 2 of 36
additional appropriation of $398,462 from the Infrastructure Replacement Fund to Capital Improvement Program Project No. 4747 to award this construction contract.

Electric vehicle chargers
The City Council authorized expanding the project to include EV chargers in 2022.

To fund the future purchase of electric vehicle chargers, staff request an appropriation of $400,000 from the General Capital Construction Fund to Project No. 4747.

Construction management and inspection services agreement In May 2024, staff requested proposals for construction management and inspection services for the project and received two proposals.

A staff committee evaluated the proposals in accordance with Carlsbad Municipal Code Section

3.28.060(A), and each committee member was required to sign a confidentiality agreement to ensure fairness in the selection process.

Proposals were reviewed to determine overall consultant company qualifications and experience, consultant team qualifications and experience, a demonstrated ability to provide similar services on public and private construction projects, local presence and knowledge of city, state and federal procedures, in keeping with the evaluation criteria in the city’s request for proposals.

Staff determined that the most qualified proposal was submitted by New City Consulting.

If the City Council approves the construction contract, staff recommend that the City Council also award an agreement for construction management and inspection services to New City Consulting for oversight of this work in an amount not to exceed $335,712.

Fiscal Analysis
The Fleet Fuel Island Upgrade Project is currently funded from the Infrastructure Replacement Fund. Staff are requesting an additional appropriation of $398,462 from the Infrastructure Replacement Fund, as well as an appropriation of $400,000 for electric vehicle chargers from the General Capital Construction Fund to Capital Improvement Program Project No. 4747.

The appropriations and total expenditures to date and budgeted allocations for construction are shown below:

Fleet Fuel Island Upgrade Project
Capital Improvement Program Project No. 4747
Total appropriation to date $4,463,800
Total expenditures and encumbrances to date -$881,229
Total available balance $3,582,571
Construction contract - GEMS Environmental Services, Inc. -$2,591,321 Construction contingency -$389,000
Construction management, inspection - New City Consulting -$335,712 Special inspections/testing, consultant/staff time (estimated) -$665,000 Electric vehicle chargers (estimated) -$400,000
Sept. 24, 2024
Item #4 Page 3 of 36

Total remaining project costs -$4,381,033
Additional appropriation needed $798,462

Carlsbad Municipal Code Sections 3.28.040(C)(5) and 3.28.090(B) authorize the City Manager or designee to approve change orders in an amount equal to the contingency set at the time of project award, which is $389,000 for this project.

Next Steps
Upon City Council authorization, the City Manager or designee will appropriate $398,462 from the Infrastructure Replacement Fund and $400,000 from the General Capital Construction Fund to Project No. 4747. Staff will then complete the contract documents to retain GEMS Environmental Services, Inc. for construction services, and New City Consulting Services for construction management and inspection services for the project.

Staff anticipate starting construction in November 2024 and completing the project by December 2025.

Environmental E valuation
The City Planner, through the process outlined in Carlsbad Municipal Code Section 19.04.060, has determined that the project belongs to a class of projects that the state Secretary for Natural Resources has found do not have a significant impact on the environment, and it is therefore categorically exempt from the requirement for the preparation of environmental documents in accordance with Sections 15301 and 15303 of the California Environmental Quality Act, Guidelines.

In making this determination, the City Planner has found that the exceptions listed in Section 15300.2 of the CEQA Guidelines do not apply to this project. The project is consistent with the requirements of both a Class 1 exemption as outlined in Section 15301 and a Class 3 exemption as outlined in Section 15303 because it consists of maintenance of public facilities, such as the restoration or rehabilitation of deteriorated or damaged structures, facilities, or mechanical equipment to meet current standards of public health and safety through the installation of minor electrical and utility systems to serve the construction.

The City Planner issued a notice of intended decision with respect to the exemption. The notice was circulated to the public for a 10-day period, which began on Jan. 11, 2024, and ended on Jan. 22, 2024, and no appeal was filed.

Exhibits

1. City Council resolution awarding construction contract

2. City Council resolution awarding construction management and inspection services agreement

3. Location map
Sept. 24, 2024
Item #4 Page 4 of 36
Exhibit 1
Sept. 24, 2024
Item #4 Page 5 of 36
RESOLUTION NO. 2024-218

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,

CALIFORNIA, ACCEPTING THE BID RECEIVED, AWARDING A CONSTRUCTION CONTRACT TO GEMS ENVIRONMENTAL SERVICES, INC. FOR THE FLEET FUEL ISLAND UPGRADE PROJECT IN AN AMOUNT NOT TO EXCEED $2,591,321 AND AUTHORIZING ADDITIONAL APPROPRIATIONS OF $398,462 FROM THE INFRASTRUCTURE REPLACEMENT FUND AND $400,000 FROM THE GENERAL

CAPITAL CONSTRUCTION FUND TO CAPITAL IMPROVEMENT PROGRAM PROJECT NO. 4747
WHEREAS, the City Council of the City of Carlsbad, California has determined it necessary, desirabl e and in the public interest to construct the Fleet Fuel I sland Upgrade Project , Capital Improvement Program, or CIP, Project No. 4747, and
WHEREAS, on June 25, 2024, the City Council adopted Resolut ion No. 2024-158, approvin g the plans, specification s and contract document s for the project , and ~uthorizing a bid solicitation for the project ; and
WHEREAS, the Carlsbad Municipal Code, or CMC, Sections 3.28.080( C) and 3.28.080(1)(6) requi re the City Council to award all formally bid contracts when the value exceeds $200,000, a nd therefor e, the project is subject to this requirement; and WHEREAS, on Aug. 14, 2024, staff received one bid for constru ction of the project ; and WHEREAS, staff have reviewed the bid and found GEMS Environmental Services, Inc. to be a respon sible bidder with a responsive bid in an amount not to exceed $2,591,321; and WHEREAS, staff reque st additional appropriation in an amount not to exceed $398,462 from the Infra structure Replacement Fund and an appropriation in the amount not to exceed $400,000 from the General Capital Construction Fund to CIP Project No. 4747; and WHEREAS, CMC Sections 3.28.040(()(5) and 3.28.090(8) authorize the C ity Manager or designee to approve change order s in an amount equal to the contingency set at the time of project award, which is $389,000; and
WHEREAS, the City Planner, through the process outlined in CMC Section 19.04.060, has determined that the project to upgrade the Fleet Fuel Island belongs to a class of project s that the State Secretary for Natural Resource s has found do not have a significant impact on the environment , and it is therefore categorically exempt from the requirement for the preparation of environmental Sept. 24, 2024
Item #4 Page 6 of 36
documents pursuant to Section 15301 (d) Class 1 of the California Environmental Quality Act, or CEQA, Guidelines; and
WHEREAS, the project is consistent with 15301 (d) Class 1 because it consists of maintenance of public facilities, such as restoration or rehabilitation of deteriorated or damaged structures, facilities , or mechanical equipment to meet current standards of public health and safety. In making this determination, the City Planner has found that the exceptions listed in Section 15300.2 of the CEQA Guidelines do not apply to this project.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follow s:

1. That the above recitations are true and correct.

2. That the bid submitted by GEMS Environmental Services, Inc. in an amount not to exceed $2,591,321 for construction of the Fleet Fuel Island Upgrade Project, CIP Project No. 4747, is accepted, and the Mayor is hereby authorized to execute a contract with GEMS Environmental Services, Inc., attached hereto as Attachment A.

3. That the City Manager or designee is authorized to appropriate $398,462 from the Infrastructure Replacement Fund and $400,000 from the General Capital Construction Fund to CIP Project No. 4747.

4. That the City Manager or designee is hereby authorized to approve construction change orders for the Fleet Fuel Island Upgrade Project, CIP Project No. 4747, in an amount not to exceed $389,000.

5. That the City Manager or designee is authorized to sign all other documents necessary for regulatory compliance, to extend funding opportunities, or to otherwi se implement and finalize the project , all of which are subject to review and approval as to form by the City Attorney 's office .

6. That the award of this contract is contingent upon GEMS Environmental Services, Inc. executing the required contract and submitting the required bonds and insurance policies, as described in the contract, within 20 calendar days after adoption of thi s Resolution . The City Manager may grant reasonable extensions of time to execute the contract and assemble the required bonds and insurance policie s.

Sept. 24, 2024
Item #4 Page 7 of 36
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Counc il of the City of Carlsbad on the 24th day of September, 2024, by the following vote, to wit:

AYES:

NAYS:

ABSTAIN:

ABSENT:

BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA.

NONE.

NONE.

NONE.

KEITH BLAt BURN, Mayor
SHERRY FREISINGER, City Clerk
(SEAL)
Sept. 24, 2024
Item #4 Page 8 of 36
00 52 00 CONTRACT
This Project No. 4747 ("Contract") is made and entered into this '?--'5~ day of &~~ M\,:c 'i' • 2024, by and between the City of Carlsbad ("Agency" ) and GESEnvironmental Management Services, Inc., a California corporation ("Contractor"), whose principal place of business is 1120 Willow Pass Court, Concord, CA 94520.

The parties agree:

1. SCOPE OF WORK.

The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all the Work required in strict compliance with the Contract Documents for the following Project:

NAME OF PROJECT: Carlsbad Fleet Fuel Island Upgrade
The Contractor and its surety shall be liable to the Agency for any damages arising as a result of the Contractor's failure to comply with the obligation described in this Section 1.

2. TIME OF COMPLETION.

Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the Agency's Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 365 calendar days from the commencement date stated in the Notice to Proceed. Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

3. CONTRACT PRICE.

The Agency shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions made in accordance with the Contract Documents, and including all applicable taxes and costs, the sum of two million five hundred ninety-one thousand three hundred twenty one Dollars ($2,591,321.00). Payment shall be made as set forth in the General Conditions.

The Engineer will close the estimate of work completed for progress payments on the last working day of each month. The Agency shall withhold retention as required by Public Contract Code Section 9203.

4. LIQUIDATED DAMAGES.

In accordance with Government Code Section 53069.85, it is agreed that the Contractor will pay the Agency the sum set forth in Section 00 73 00 Supplemental General Provisions for each and every Calendar Day of delay beyond the time of completion prescribed in this Contract as Liquidated Damages and not as a penalty or forfeiture. If this sum is not paid, the Contractor agrees the Agency may deduct that amount from any money due or that may become due the 00 52 00 CONTRACT
Document Version: 1.0

Date Printed : August 20, 2024
Curren t Update: May 2023
Sept. 24, 2024
Item #4 Page 9 of 36
Contractor under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents.

5. CONTRACT DOCUM ENTS.

The "Contract Documents" include the following:
o 00 1110 Notice Inviting Bids
• 00 2110 Instructions to Bidders
• 00 41 00 Bid Form
• 00 42 10 Bid Bond or 00 43 20 Bid Security
• 00 43 30 Proposed Subcontractors
• 00 43 40 Bidder Information and Experience
• 00 45 10 Non-Collusion Affidavit
o 00 45 15 Iran Contracting Act Cert ification
• 00 45 20 Public Works Contractor Registration Certification • 00 45 30 Statement of Regarding Debarment
e 00 45 35 Disclosure of Discipline Record
• 00 52 10 Contract
• 00 6110 Labor and Materials Bond
• 00 61 20 Faithful Performance and Warranty Bond
• 00 61 30 Optional Escrow Agreement (if applicable)
• 00 73 00 Supplemental General Provisions
• Technical Specifications for the Project
o All Addenda
• Plans and Drawings
• Permits
• 00 74 00 Supplemental Technical Provisions
• "Standard Specifications and Drawings," as last revised • Standard Specifications for Public Works Construction "Greenbook," latest edition and including all errata
o Part 1 General Provisions
o Part 2 to Part 8 (Construction Materials, Construction Methods, Existing Improvements, Pipeline System Rehabilitation, Temporary Traffic Control, Street Lighting and Traffic Signal Systems, Landscaping and Irrigation) • Standard Plans for Public Works Construction, latest edition and including all errata • Applicable Local Agency Standards and Specifications, as last revised • Approved and fully executed change orders
00 52 00 CONTRACT
Document Version: 1.0

Date Printed : August 20, 2024
Current Update: May 2023
Sept. 24, 2024
Item #4 Page 10 of 36
• Any other documents contained in or incorporated by reference into the Contract Documents
The Contractor shall complete the Work in strict accordance with the Contract Documents. The requirements of the various sections or documents comprising the Contract Documents are intended t o be complementary. Work required by 1 of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.

6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE.

Every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply wit h all requirements of applicable federal , state and local laws, rules and regulations, including, but not limited to, the provisions of t he Labor Code and Public Contract Code which are applicable to the Work.

7. INDEMNIFICAT ION.

Contractor shall provide indemnification and defense as set forth in the 00 73 00 Agency Supplemental General Provisions.

8. PREVAILING WAGES.

Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates may be obtained online at http:ljwww.dir .ca.gov and which must be posted at the job site.
00 52 00 CONTRACT
Document Version : 1.0
{signatures on following page}

Date Printed: August 20, 2024
Current Updat e: May 2023
Sept. 24, 2024
Item #4 Page 11 of 36

NOTARIAL ACKNOWLEDGMENT OF EXECUTION BY ALL SIGNATORIES MUST BE ATTACHED (CORPORATE SEAL)

CONTRACTOR
By;L/[t/~
'{sign here)
~P/efU C; ~N~tf¢'
• (print name/title)
By:
;J-'1J [1_ Y=-,aJ., (sign here)
_),e(llniwUJma@ 5~cK~
(print name/title)
City of Carlsbad
By:
~
ATTEST:
{i~ k
for Sherry Freisinger, City Clerk
If required by the Agency, proper notarial acknowledgment of execution by contractor must be attached. If a corporation , the Contract must be signed by 1 corporate officer from each of the following 2 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:

CINDIE K. McMAHON, City Attorney

END OF SECTION
00 52 00 CONTRACT
Document Version: 1.0

Date Printed : August 20, 2024
Current Update: May 2023
Exhibit 2
Sept. 24, 2024
Item #4 Page 12 of 36
RESOLUTION NO. 2024-219

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,

CALIFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH

NEW CITY CONSULTING FOR CONSTRUCTION MANAGEMENT AND

INSPECTION SERVICES FOR THE FLEET FUEL ISLAND UPGRADE PROJECT IN AN AMOUNT NOTTO EXCEED $335,712
WHEREAS, the City Council of the City of Carlsbad, California has determined it necessary, desirable and in the public interest to construct the Fleet Fuel Island Upgrade Project , Capital Improvement Program, or CIP, Project No. 4747; and
WHEREAS, on June 25, 2024, the City Council adopted Resolution No. 2024-158, approving the plans, specification s and contract documents for the project , and authorizing a bid solicitation for the project ; and
WHEREAS, staff have bid the project ~nd identified a contractor as providing a responsive and responsible bid for the project ; and
WHEREAS, staff require the assistance of a construction management and inspection services firm to provide oversight of the construction work; and WHEREAS, in May 2024, the city issued a request for propo sals for solicitation of construction management and inspection services for the project; and WHEREAS, staff completed a qualifications-based evaluation ofthe two proposal s received; and WHEREAS, staff have identified New City Consulting as the most qualified consultant for the project; and
WHEREAS, the City Council has determined it is necessary and in the public interest to ente r into an agreement with New City Consulting to provide construction management and inspection services for the project; and
WHEREAS, staff and New City Consulting have negotiated the scope of work and the associated fee in an amount not to exceed $335,712 to provide construction management and inspection services for the project; and
WHEREAS, the City Planner, through the process outlined in CMC Section 19.04.060, has determined that the project to upgrade the Fleet Fuel Island belongs to a class of project s that the State Secretary for Natural Resources has found do not have a significant impact on the environm ent, and it is therefore categorically exempt from the requirement for the preparation of environmental documents pursuant to Section 15301 (d) Class 1 of the California Environmental Quality Act, or CEQA, Guidelines; and
WHEREAS, the project is consistent with 15301 (d) Class 1 because it consists of maintenance of public facilities, such as restoration or rehabilitation of deteriorated or damaged structures, facilities, or mechanical equipment to meet current standards of public health and safety. In making this determination, the City Planner has found that the exceptions listed in Section 15300.2 of the CEQA Guidelines do not apply to this project.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows:

1. That the above recitations are true and correct.

2. That the professional service s agreement with New City Consulting for construction management and inspection services for the Fleet Fuel Island Upgrade Project, as shown in Attachment A, is approved in an amount not to exceed $335,712, and the Mayor is authorized to execute the agreement.

3. That the City Manager is authorized to amend the agreement and to extend the term for one additional one-year period, as needed.

4. That the City Manager or designee is authorized to sign all other documents necessary for regulatory compliance, to extend funding opportunities, or to otherwise implement and finalize the project, all of which are subject to review and approval as to form by the City Attorney’s office.

Sept. 24, 2024
Item #4 Page 13 of 36
Sept. 24, 2024
Item #4 Page 14 of 36
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 24th day of September, 2024 , by the following vote , to wit:

AYES:

NAYS:

ABSTAIN:

ABSENT:

BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA.

NONE.

NONE.

NONE.

KEITHB ~
SHERRY FREISINGER, City Clerk
(SEAL)
Attachment A
Sept. 24, 2024
Item #4 Page 15 of 36
...

Docusign Envelope ID: 933D827E-0652-4C77-ACB6-BE48D846F989 PSA25-3507FAC

AGREEMENT FOR FLEET FUEL ISLAND CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES

NEW CITY CONSULTING
THIS AGREEMENT is made and entered into as of the ~-n-,. day of Sc,~bc,c , 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and New City Consulting, Inc., a California corporation ("Contractor " ).

RECITALS
A. City requires the professional services of a consultant that is experienced in construction consulting .

B. Contractor has the necessary experience in providing professional services and advice related to construction consulting.

C. Contractor has submitted a proposal under RFP24-3450FAC to City and has affirmed its willingness and ability to perform such work.

NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:

1. SCOPE OF WORK
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.

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 one {1) year from the date first above written.

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, 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. 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 shall not exceed three hundred thirty -five thou sand seven hundred twelve dollars ($335,712.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement.

If the City elects to amend and extend the Agreement, the amou nt shall not exceed fifty thousand dollars ($50,000) per Agreement year. The City reserves the right to withhold a ten percent {10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incrementa l payment s, if applicable, should be made as outlined in attached Exhibit "A." City Attorney Approved Version 5/22/2024

PSA25-3507FAC
City Attorney Approved Version 5/22/2024

6. PUBLIC WORKS

6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “pub lic works” under California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director o f Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor sh all not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.

6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number.

7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non -productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web -based Procore user account(s) and utilize web -based training / tutorials (as needed) to become familiar with the system.

Unless the Engineer approves otherwise, the Contractor shall process all project docum ents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.

It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on -site individual to provide real -time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list it ems. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents.

Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 16 of 36
PSA25-3507FAC
City Attorney Approved Version 5/22/2024

8. 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 City. Contractor will be under control of 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 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. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors . 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 City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers ’ compensation payment which 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, City may deduct the indemnification amount from any balance owing to Contractor.

9. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to 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 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 City.

10. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.

11. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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.

If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
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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.

12. 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.

12.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or 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. 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.

12.1.1 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.

12.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor ’s work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.

12.1.3 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 City’s satisfaction, a declaration stating this.

12.1.4 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.

12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:

12.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.

12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.

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12.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.

12.2.4 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 City sent by certified mail pursuant to the Notice provisions of this Agreement.

12.3 Providing Certificates of Insurance and Endorsements. Prior to City’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then 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 City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements.

13. 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.

14. 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 City during normal business hours to examine, audit, and make tr anscripts 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 four (4) years from the date of final payment under this Agreement.

15. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of 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 City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.

16. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City.

17. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:

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For City For Contractor
Name Steven Stewart Name Patrick Nolan
Title Municipal Projects Manager Title President
Department Public Works Address 31959 Via Ararat Drive
City of Carlsbad Bonsall, CA 92003
Address 1635 Faraday Ave. Phone No. 858-254-2949
Carlsbad, CA 92008 Email [email protected]
Phone No. 442-339-2938
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.

18. 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 as required in the City of Carlsbad Conflict of Interest Code.

Yes ☒ No ☐
If yes, list the contact information below for all individuals required to file:

Name Email Phone Number

19. 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.

20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles ma y therefore be subject to requirements to reduce Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 [email protected] Nolan 858-254-2949 Sept. 24, 2024
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emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.

21. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.

22. 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 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 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 proc edure will prohibit the parties from seeking remedies available to them at law.

23. TERMINATION
In the event of the Contractor’s failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, 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 City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.

City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fe e payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.

24. 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, 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.

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25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to 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 ack nowledges that if a false claim is submitted to 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 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 City to terminate this Agreement.

26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. 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.

27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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 City, which shall not be unreasonably withheld.

28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor.

29. 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. This Agreement may be executed in counterparts.

30. 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.
[signatures on following page]
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Sept. 24, 2024
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Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 PSA25-3507FAC
Executed by Contractor this~6~t~h ___ day of September I 2024,

CONTRACTOR
NEW CITY CONSULTING, INC.,
a California corporation
By:
(sign here)
Patrick Nolan,
President and Chief Financial Officer
(print name/t it\e)
By:
(sign here)
(print name/title)
CITY OF CARLSBAD, a municipal corporation of
th e State of California
By:

ATTEST:

SHERRY FR EISINGER, City Clerk
By:
eputy City Clerk
If required by City, proper nota rial acknowledgment of execution by cont ractor must be attached. ~ corpo ratio n, Agreeme nt 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 resoluti on cert ified by the secretary or assistant secretary under corpo rate seal em powering the officer( s) signing to bind the corpor ation.

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
By: _ _ bi._LY-_ ~- - ~----­
Assistant City Attorney
City Attorney Appr oved Version 5/22/20 24

PSA25-3507FAC
City Attorney Approved Version 5/22/2024

EXHIBIT A

SCOPE OF SERVICES AND FEE

Contractor shall perform the Construction Management and Inspection Services outlined in this Exhibit A and the proposal dated June 27, 2024 , and the attached fee table on an as -needed hourly basis for the positions and hourly rates identified in the proposed fee structure dated “revised 8/6/2024”.

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ůĞǀĂŶƚƉƌŽũĞĐƚĐŽŵŵƵŶŝĐĂƚŝŽŶƐƐŚĂůůďĞĚŽĐƵŵĞŶƚĞĚĂŶĚƉƌŽŵ ƉƚůLJĚŝƐƚƌŝďƵƚĞĚƚŽƚŚĞŝƚLJ ĂŶĚĂƉƉůŝĐĂďůĞƉĂƌƚŝĞƐ͘ůůŽƌŝŐŝŶĂů ƉƌŽũĞĐƚĚŽĐƵŵĞŶƚƐĂŶĚĨŝŶĂůƉƌŽũĞĐƚƌĞƉŽƌƚƐƐŚĂůůďĞ ĨƵƌŶŝƐŚĞĚƚŽƚŚĞŝƚLJǁŝƚŚŝŶϲϬĚĂLJƐ ĨŽůůŽǁŝŶŐƚŚĞŝƚLJΖƐĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨ^ƵďƐƚĂŶƚŝĂů ŽŵƉůĞƚŝŽŶ͘

DĂŝŶƚĂŝŶĨŝĞůĚ ŵĞŵŽƌĂŶĚĂ͕ 
ƚƌĂŶƐŵŝƚƚĂůƐ͕ ƵƉĚĂƚĞĚ ƐĐŚĞĚƵůĞƐ͕ ůŽŐƐ ŽĨƐŚŽƉ ĚƌĂǁŝŶŐƐĂŶĚ ŽƚŚĞƌ ƐƵďŵŝƚƚĂůƐ͕ůŽŐƐŽĨƌĞƋƵĞƐƚƐĨŽƌŝŶĨŽƌŵĂƚŝŽŶ͕ĐŚĂŶŐĞŽƌĚĞƌƐ͕ƉƌŽŐƌĞƐƐƉĂLJŵĞŶƚƌĞƋƵĞƐƚƐ͕ƉƌŽŐƌĞƐƐ ŵĞĞƚŝŶŐ ƌĞƉŽƌƚƐ͕ ĚĂŝůLJ ŝŶƐƉĞĐƚŝŽŶ ƌĞƉŽƌƚƐ͕ ĚĂƚĞƐ ŽĨ ƵƚŝůŝƚLJ ƐĞƌǀŝĐĞ ŝŶƚĞƌƌƵƉƚŝŽŶƐ͕ ĂŶĚ Ăůů ŽƚŚĞƌ ƉƌŽũĞ
ĐƚĐŽƌƌĞƐƉŽŶĚĞŶĐĞ͘

DŽŶƚŚůLJ
ƉƌŽŐƌĞƐƐƌĞƉŽƌƚƐƐŚĂůůďĞƉƌĞƉĂƌĞĚĂŶĚƐƵďŵŝƚƚĞĚƚŽƚŚĞŝƚLJΖƐWƌŽũĞĐƚDĂŶĂŐĞƌĂŶĚƐŚĂůů ŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐĞůĞŵĞŶƚƐ͗
ĂͿ ^ƵŵŵĂƌLJ ŽĨ ƚŚĞ ƉƌŝŽƌ ŵŽŶƚŚΖƐ ŵĂŝŶ ĂĐĐŽŵƉůŝƐŚŵĞŶƚƐ ĂŶĚ ĐƵƌƌĞŶ ƚ ĐŽŶƐƚƌƵĐƚŝŽŶ ĂĐƚŝǀŝƚŝĞƐ͘
ďͿ KǀĞƌĂůů͕ŽŶƚƌĂĐƚŽƌĐŽŶĨŽƌŵĂŶĐ ĞƚŽĐŽŶƚƌĂĐƚƐĐŚĞĚƵůĞĂŶĚƋƵĂůŝƚLJƌĞƋƵŝƌĞŵĞŶƚƐ͘ ĐͿ /ĚĞŶƚŝĨŝĐĂƚŝŽŶ ŽĨ ŬĞLJ ƉƌŽďůĞŵƐ͕ ĂĐƚŝŽŶ ŝƚĞŵƐ͕ ĂŶĚ ŝƐƐƵĞƐ ĂŶĚ ƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐ ĨŽƌ ƐŽůƵƚŝŽŶƐ͘
PSA25-3507FAC
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 25 of 36
Z&WƵĞĂƚĞ͗:ƵŶĞϮϳ͕ϮϬϮϰ
City Attorney Approved Version 6/12/18
12 ĚͿ ^ƵŵŵĂƌLJ ŽĨ ƉƌŽŐƌĞƐƐ ƉĂLJŵĞŶƚƐ͕ ƉƌŽƉŽƐĂů ĂŶĚ ĨŝŶĂů ĐŚĂŶŐĞ ŽƌĚĞƌƐ͕ ĚŝƐƉƵƚĞƐ͕ ƐƵďŵŝƚƚĂůƐ͕Z&ůƐ͕ĂŶĚEŽƚŝĐĞƐŽĨEŽŶĐŽŵƉůŝĂŶĐĞ͘
ĞͿ WŚŽƚŽŐƌĂƉŚƐŽĨƌĞƉƌĞƐĞŶƚĂƚŝǀĞ ƉƌŽũĞĐƚĂĐƚŝǀŝƚŝĞƐƉƌŝŶƚĞĚĂŶĚĞůĞĐƚƌŽŶŝĐĂůůLJƐƚŽƌĞĚ͘ 
d^<ϭ͘ϰWŚŽƚŽŽĐƵŵĞŶƚĂƚŝŽŶ
ZĞǀŝĞǁƚŚĞŽŶƚƌĂĐƚŽƌΖƐǀŝĚĞŽƚĂƉĞŽĨƉƌĞĐŽŶƐƚƌƵĐƚŝŽŶƐŝƚĞĐŽŶĚŝ ƚŝŽŶƐƉƌŝŽƌƚŽĂŶLJĐŽŶƐƚƌƵĐƚŝŽŶ ŽƉĞƌĂƚŝŽŶƚŽĐŽŶĨŝƌŵĞdžŝƐƚŝŶŐĐŽŶĚŝƚŝŽŶƐǁŝƚŚŝŶƚŚĞůŝŵŝƚƐŽĨǁŽƌŬ͕ĂĚũĂĐĞŶƚĂƌĞĂƐ͕ĂŶĚĂůŽŶŐŚĂƵů ƌŽĂĚƐ ƚŽ ĚŽĐƵŵĞŶƚ ĂŶĚ ĐůĞĂƌůLJ ĚĞƉŝĐƚ ƉƌĞͲĞdžŝƐƚŝŶŐ ĐŽŶĚŝƚŝŽŶƐ͘ WƌĞƉĂƌĞ ĂĚĚŝƚŝŽŶĂů ǀŝĚĞŽƚĂƉĞ ĂŶĚͬŽƌ ƉŚŽƚŽŐƌĂƉŚƐ ƚŽ ĚŽĐƵŵĞŶƚ ƐŝƚĞ ĐŽŶĚŝƚŝŽŶƐ ĂƐ ƌĞƋƵŝƌĞĚ ƚŽ ƐƵƉƉůĞŵĞŶƚ ƚŚĞ ŽŶƚƌĂĐƚŽƌ͛Ɛ ǀŝĚĞŽƚĂƉĞ͘

dĂŬĞĂŶĚƐŚĂƌĞĐŽŶƐƚƌƵĐƚŝŽŶĚŽĐƵ ŵĞŶƚĂƚŝŽŶƉŚŽƚŽŐƌĂƉŚƐŽŶĂƌĞŐƵůĂƌďĂƐŝƐ͘DĂŝŶƚĂŝŶĂĚŝŐŝƚĂů ƉŚŽƚŽŐƌĂƉŚŝĐ ůŝďƌĂƌLJ ŽĨ Ăůů ƐŝŐŶŝĨŝĐĂŶƚ ĐŽŶƐƚƌƵĐƚŝŽŶ ĂĐƚŝǀŝƚŝĞƐ ĂǀĂŝůĂďůĞ ĨŽƌ ƌĞǀŝĞǁ ŽŶ Ăƚ ůĞĂƐƚ Ă ǁĞĞŬůLJďĂƐŝƐǀŝĂƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚƐŽĨƚǁĂƌĞ͘WƌŽǀŝĚĞƵŶŝƋƵĞĨŝ ůĞŶĂŵĞƐĨŽƌƉŚŽƚŽƐǁŝƚŚĚĂƚĞ ĂŶĚ ůŽĐĂƚŝŽŶ ŝŶĨŽƌŵĂƚŝŽŶ ŝŶĐůƵĚĞĚ͘ dĂŬĞ ĂĚĚŝƚŝŽŶĂů ƉŚŽƚŽŐƌĂƉŚƐ ƚŽ ĚŽĐƵŵĞŶƚ ĚŝĨĨĞƌŝŶŐ ƐŝƚĞ ĐŽŶĚŝƚŝŽŶƐ͕ĐŚĂŶŐĞŽƌĚĞƌĂŶĚĐůĂŝŵŝƚĞŵƐ͕ĂŶĚĂŶLJƐƉĞĐŝĂůŽƌƵŶŝƋƵĞĐŽŶĚŝƚŝŽŶƐĂƐƚŚĞLJĂƌŝƐĞ͘ 
/ŶĐŽƌƉŽƌĂƚĞŶĞǁƐŽĨƚǁĂƌĞĐĂƉĂďŝůŝƚŝĞƐ;ůƵĞĞĂŵ͕ĞƚĐ͘ͿƚŚĂƚĂůůŽǁƉŚŽƚŽŐƌĂƉŚƐƚĂŬĞŶŝŶƚŚĞĨŝĞůĚ ƚŽďĞůŝŶŬĞĚƚŽĂW&ŽĨƚŚĞƐŝƚĞƉůĂŶͬĚƌĂǁŝŶŐͬĚĞƚĂŝůŽĨƚŚĞƉŚ ŽƚŽŐƌĂƉŚĞĚůŽĐĂƚŝŽŶ͘ƌĞƉŽƌƚŽĨ ƚŚĞƐĞƉŚŽƚŽƐůŝŶŬĞĚƚŽƚŚĞŝƌůŽĐĂƚŝŽŶŝƐƚŽďĞƉƌŽǀŝĚĞĚǁĞĞŬůLJ͘ WŚŽƚŽƐƐŚĂůůďĞƵƉůŽĂĚĞĚƚŽƚŚĞ ĂƉƉƌŽǀĞĚƉƌŽũĞĐƚĚŽĐƵŵĞŶƚŵĂŶĂŐĞŵĞŶƚƐŝƚĞƌĞŐƵůĂƌůLJ͘

d^<ϭ͘ϱŽŶƐƚƌƵĐƚŝŽŶWƌŽŐƌĞƐƐDĞĞƚŝŶŐƐ
^ĐŚĞĚƵůĞĂŶĚĐŽŶĚƵĐƚǁĞĞŬůLJĐŽŶƐƚƌƵĐƚŝŽŶƉƌŽŐƌĞƐƐŵĞĞƚŝŶŐƐǁŝƚŚ ƚŚĞŽŶƚƌĂĐƚŽƌĂŶĚƚŚĞŝƚLJ͘ WƌŽǀŝĚĞ ŵĞĞƚŝŶŐ ĂŐĞŶĚĂƐ ĂŶĚ ĚŝƐĐ ƵƐƐ ƚŚĞ ƐĐŚĞĚƵůĞ͕ ŶĞĂƌͲƚĞƌŵ ĂĐƚ ŝǀŝƚŝĞƐ͕ ĐůĂƌŝĨŝĐĂƚŝŽŶƐ ĂŶĚ ƉƌŽďůĞŵƐǁŚŝĐŚŶĞĞĚƌĞƐŽůƵƚŝŽŶ͕ĐŽŽƌĚŝŶĂƚŝŽŶǁŝƚŚŽƚŚĞƌŽŶƚƌĂĐ ƚŽƌƐ͘ƐƚĂƚƵƐŽĨĐŚĂŶŐĞŽƌĚĞƌƐ͕ ƐĂĨĞƚLJ ŝƐƐƵĞƐ͕ ĞƚĐ͘ WƌĞƉĂƌĞ ŵŝŶƵƚĞƐ ŽĨ ƚŚĞ ŵĞĞƚŝŶŐƐ ǁŝƚŚ ŝĚĞŶƚŝĨ ŝ Ğ Ě Ă Đ ƚ ŝ Ž Ŷ ŝ ƚ Ğ ŵ Ɛ ͘ W ƌ Ğ Ɖ Ă ƌ Ğ Ă Ŷ Ě  ĚŝƐƚƌŝďƵƚĞƚŚĞŵŝŶƵƚĞƐƚŽƚŚĞĂƚƚĞŶĚĞĞƐǁŝƚŚŝŶƚǁŽǁŽƌŬŝŶŐĚĂLJƐ͘/ŶĐůƵĚĞŵŝŶƵƚĞƐŝŶƚŚĞŵŽŶƚŚůLJ ƉƌŽŐƌĞƐƐƌĞƉŽƌƚƐ͘

d^<ϭ͘ϲ^ŚŽƉƌĂǁŝŶŐƐĂŶĚ^ƵďŵŝƚƚĂůZĞǀŝĞǁƐ
^ƵďŵŝƚƚĂů ƌĞǀŝĞǁ ĂŶĚ ĂƉƉƌŽǀĂů ĂƌĞ ƚŚĞ ƌĞƐƉŽŶƐŝďŝůŝƚLJ ŽĨ ƚŚĞ ĂƌĐŚŝƚĞĐƚ ĂŶĚ ƚŚĞ ŝƚLJΖƐ WƌŽũĞĐƚ DĂŶĂŐĞƌ͘ dŚĞ ĐŽŶƐƵůƚĂŶƚ ƐŚĂůů ďĞ ƌĞƐƉŽŶƐŝďůĞ ĨŽƌ ƉƌŽĐĞƐƐŝŶŐ ĂŶĚ ŵŽŶŝƚŽƌŝŶŐ ƚŚĞ ƐƚĂƚƵƐ ŽĨ Ăůů ƐƵďŵŝƚƚĂůƐ͘

dŚĞ ĐŽŶƐƵůƚĂŶƚ ƐŚĂůů ƉƌŽǀŝĚĞ ĐƵƌƐŽƌLJ ƌĞǀŝĞǁ ŽĨ ƚŚĞ ŽŶƚƌĂĐƚŽƌΖƐ Ɛ Ƶ ď ŵ ŝ ƚ ƚ Ă ů Ɛ Ĩ Ž ƌ Ő Ğ Ŷ Ğ ƌ Ă ů  ĐŽŶĨŽƌŵĂŶĐĞǁŝƚŚƚŚĞĐŽŶƚƌĂĐƚĚŽĐƵŵĞŶƚƌĞƋƵŝƌĞŵĞŶƚƐƉƌŝŽƌƚŽƐĞ ŶĚŝŶŐƚŚĞƐƵďŵŝƚƚĂůƐƚŽƚŚĞ ĂƌĐŚŝƚĞĐƚĂŶĚŝƚLJWƌŽũĞĐƚDĂŶĂŐĞƌ͘^ƵďŵŝƚƚĂůƐŽĨĂŐĞŶĞƌĂůŶĂƚƵƌĞ;'ĞŶĞƌĂůWƌŽǀŝƐŝŽŶƐΘŝǀŝƐŝŽŶ ϭZĞƋƵŝƌĞŵĞŶƚƐͿĂƌĞƚŽďĞƌĞǀŝĞǁĞĚĂŶĚƉƌŽĐĞƐƐĞĚďLJƚŚĞĐŽŶƐƵůƚĂŶƚ͘ZĞǀŝĞǁŽĨƚŚĞŽŶƚƌĂĐƚŽƌΖƐ ĐŽŶƐƚƌƵĐƚŝŽŶƐĐŚĞĚƵůĞĂŶĚŵŽŶƚŚůLJƵƉĚĂƚĞƐƐŚĂůůďĞƚŚĞƐŽůĞƌĞƐƉŽŶƐŝďŝůŝƚLJŽĨƚŚĞĐŽŶƐƵůƚĂŶƚǁŝƚŚ ŝŶƉƵƚƉƌŽǀŝĚĞĚĨƌŽŵƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚŝƚLJ͘

ŽŶƐƵůƚĂŶƚǁŝůůůŽŐ͕ƚƌĂĐŬ͕ĂŶĚŵŽŶŝƚŽƌƚŚĞƌĞǀŝĞǁŽĨƐŚŽƉĚƌĂǁ ŝŶŐƐ͕ĐĂůĐƵůĂƚŝŽŶƐ͕ĚĂƚĂƐĂŵƉůĞƐ͕ ƐƵďŵŝƚƚĂůƐ͕ǁĂƌƌĂŶƚŝĞƐĂŶĚŵĂŶƵĂůƐĨƌŽŵƚŚĞŽŶƚƌĂĐƚŽƌ͘^ŚŽƉĚƌĂǁŝŶŐƐĂŶĚƐƵďŵŝƚƚĂůƐǁŚŝĐŚĚŽ ŶŽƚ ƐĂƚŝƐĨLJ ƚŚĞ ƉƌŽũĞĐƚ ĐƌŝƚĞƌŝŽŶ ƐŚĂůů ďĞ ƌĞƚƵƌŶĞĚ ƚŽ ƚŚĞ ŽŶƚ ƌ Ă Đ ƚ Ž ƌ ǁ ŝ ƚ Ś Đ Ž ŵ ŵ Ğ Ŷ ƚ Ɛ Ĩ Ž ƌ  PSA25-3507FAC
EXHIBIT "A"
(Cont.)
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 26 of 36
Z&WƵĞĂƚĞ͗:ƵŶĞϮϳ͕ϮϬϮϰ
City Attorney Approved Version 6/12/18
13 ĐŽƌƌĞĐƚŝŽŶƐĂŶĚƌĞƐƵďŵŝƚƚĂů͘
džĐĞƉƚŝŽŶƌĞƉŽƌƚƐ͕ƚŚĂƚŝĚĞŶƚŝĨLJŽƵƚƐƚĂŶĚŝŶŐƐƵďŵŝƚƚĂůƐŽƌƌĞǀŝĞǁƐ ŶĞĞĚĞĚ͕ ƐŚĂůů ďĞ ƉƌĞƉĂƌĞĚ ƉĞƌŝŽĚŝĐĂůůLJ ďLJ ƚŚĞ ĐŽŶƐƵůƚĂŶƚ͘ WƌĞůŝŵŝŶĂƌLJ ůŝƐƚƐ ŽĨ ŝŶŝƚŝĂů ƐƵďŵŝƚƚĂů ƌĞƋƵŝƌĞŵĞŶƚƐ ƐŚĂůů ďĞ ƉƌĞƉĂƌĞĚ ďLJ ƚŚĞ ĐŽŶƐƵůƚĂŶƚ ĂŶĚ ŝƐƐƵĞĚ ĂƚƚŚĞ ŝŶŝƚŝĂů ƉƌŽũĞĐƚ ƉƌŽŐƌĞƐƐ ŵĞĞƚŝŶŐƐ͘

d^<ϭ͘ϳWůĂŶƐĂŶĚ^ƉĞĐŝĨŝĐĂƚŝŽŶƐ/ŶƚĞƌƉƌĞƚĂƚŝŽŶ
dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůůƌĞǀŝĞǁĂŶĚƌĞƐƉŽŶĚƚŽŽŶƚƌĂĐƚŽƌZ&ůƐŝĨŽĨĂŐĞŶĞƌĂůŶĂƚƵƌĞ͘dĞĐŚŶŝĐĂůZ&/Ɛ ƐŚĂůůďĞƐƵďŵŝƚƚĞĚƚŽƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚŝƚLJĨŽƌƌĞƐƉŽŶƐĞ͘dŚĞ ĐŽŶƐƵůƚĂŶƚƐŚĂůůŵĂŝŶƚĂŝŶĂůŽŐŽĨ Z&ůƐĂŶĚƉƌŽǀŝĚĞǁƌŝƚƚĞŶĐůĂƌŝĨŝĐĂƚŝŽŶƚŽƚŚĞŽŶƚƌĂĐƚŽƌŝŶĂƚŝŵĞůLJŵĂŶŶĞƌ͘ZĞƐƉŽŶƐĞƐƚŽƌĞƋƵĞƐƚƐ ĨŽƌĐŚĂŶŐĞƐƚŽƚŚĞĚĞƐŝŐŶƌĞƋƵŝƌĞƉƌŝŽƌĂƉƉƌŽǀĂůĨƌŽŵƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚŝƚLJΖƐWƌŽũĞĐƚDĂŶĂŐĞƌ͘ 
KďƚĂŝŶ ĂŶĚ ŵĂŝŶƚĂŝŶ ƐƉĞĐŝĨŝĐĂƚŝŽŶ ƌĞĨĞƌĞŶĐĞĚ ƐƚĂŶĚĂƌĚƐ ŝŶĐůƵĚŝŶ Ő ůŽĐĂů ĂŶĚ ƌĞŐŝŽŶĂů ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ ĐŽĚĞƐ͕ ƐƚĂŶĚĂƌĚƐ͕ ƉƵďůŝĐĂƚŝŽŶƐ͕ ƌĞŐƵůĂƚŝŽŶƐ͕ ĂƉƉůŝĐĂďůĞ ƉĞƌŵŝƚƚŝŶŐ ĐƌŝƚĞƌŝĂ ĨƌŽŵ ůŽĐĂů͕ƐƚĂƚĞ͕ĂŶĚĨĞĚĞƌĂůĂŐĞŶĐŝĞƐ͕ƐƚĂŶĚĂƌĚĚƌĂǁŝŶŐƐĂŶĚƐƉĞĐŝĨŝĐĂƚŝŽŶƐŽĨƚŚĞůŽĐĂůĂŐĞŶĐŝĞƐ͕ĂŶĚ ƌĞůĂƚĞĚ ĚŽĐƵŵĞŶƚƐ͕ ĂƐ ƌĞĨĞƌĞŶĐĞĚ ŝŶ ƚŚĞ ĐŽŶƚƌĂĐƚ ĚŽĐƵŵĞŶƚƐ ĂŶĚĂƐ ƌĞƋƵŝƌĞĚ ƚŽ ƉĞƌĨŽƌŵ ƚŚĞ ǁŽƌŬ͘

d^<ϭ͘ϴŽŶƐƚƌƵĐƚŝŽŶ/ŶƐƉĞĐƚŝŽŶ^ĞƌǀŝĐĞƐ
ŽŶƐƵůƚĂŶƚǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞŽǀĞƌĂůůƋƵĂůŝƚLJĂƐƐƵƌĂŶĐĞŽĨƚŚĞƉƌŽũĞĐƚĂŶĚǁŽƌŬǁŝƚŚŝƚLJ ƐƚĂĨĨƌĞƐƉŽŶƐŝďůĞĨŽƌĐŽĚĞĐŽŵƉůŝĂŶĐĞ͘WƌŽǀŝĚĞĨƵůůƚŝŵĞŝŶƐƉĞĐƚŝŽŶƚŽĞŶƐƵƌĞƚŚĂƚƚŚĞŽŶƚƌĂĐƚŽƌΖƐ ǁŽƌŬŝƐĐŽŵƉůŝĂŶƚǁŝƚŚƚŚĞƉƌŽũĞĐƚĐƌŝƚĞƌŝŽŶ͘WƌĞƉĂƌĞĚĂŝůLJƌĞƉ ŽƌƚƐŽĨƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶĂĐƚŝǀŝƚŝĞƐ ŝŶĐůƵĚŝŶŐ ǁĞĂƚŚĞƌ ĐŽŶĚŝƚŝŽŶƐ͕ ŽŶƚƌĂĐƚŽƌΖƐ ĞƋƵŝƉŵĞŶƚ ĂŶĚ ŵĂŶƉŽǁ Ğƌ͕ ǁŽƌŬ ƉĞƌĨŽƌŵĞĚ͕ ŵĂƚĞƌŝĂůƐƵƐĞĚ͕ƐŝƚĞǀŝƐŝƚŽƌƐ͕ĚĞůĂLJƐŝŶǁŽƌŬĂŶĚƌĞĂƐŽŶƐĨŽƌƚŚĞĚĞůĂLJƐ͕ĂŶĚĚĞĨŝĐŝĞŶĐŝĞƐ͘WƌĞƉĂƌĞ ĚĂŝůLJ ƌĞƉŽƌƚƐ ŽĨ ĚĞǀŝĂƚŝŽŶƐ ĂŶĚ ŶŽŶͲĐŽŶĨŽƌŵĂŶĐĞ ƚŽ ƉƌŽũĞĐƚ Đƌŝƚ ĞƌŝŽŶ ĂŶĚ ƉƌŽǀŝĚĞ Ă ƚŝŵĞůLJ ƌĞƐƉŽŶƐĞ͘

 Ž Ž ƌ Ě ŝ Ŷ Ă ƚ Ğ Ă Ŷ Ě Ɛ Ƶ Ɖ Ğ ƌ ǀ ŝ Ɛ ĞĐ ŝ ƚ LJ Đ Ž Ŷ ƚ ƌ Ă Đ ƚ Ğ ĚƐ Ɖ Ğ Đ ŝ Ă ů ŝ Ŷ Ɛ Ɖ Ğ Đ ƚ ŝ Ž Ŷ Ɛ Ă Ɛ ƌĞƋƵŝƌĞĚ ĂŶĚ ĚŝƐĐƵƐƐ ǁŝƚŚƚŚĞ ŽŶƚƌĂĐƚŽƌĂƉƉƌŽƉƌŝĂƚĞƌĞǀŝƐŝŽŶƐƚŽƚŚĞŵĞƚŚŽĚƐĂŶĚƉƌŽĐĞĚƵƌĞƐ ƵƐĞĚŝŶƉĞƌĨŽƌŵŝŶŐƚŚĞǁŽƌŬ͘ dŚĞƐƉĞĐŝĂůŝŶƐƉĞĐƚŽƌƐŵĂLJŶŽƚĂƵƚŚŽƌŝnjĞĞdžƚƌĂǁŽƌŬŽƌĂƉƉƌŽǀĞ ŽĨǁŽƌŬƚŚĂƚĚĞǀŝĂƚĞƐĨƌŽŵƚŚĞ ƉƌŽũĞĐƚĐƌŝƚĞƌŝŽŶ͘

ŽŶƐƵůƚĂŶƚǁŝůůŝŶƐƉĞĐƚŵĂƚĞƌŝĂůƐĂƐƚŚĞLJĂƌƌŝǀĞŽŶƐŝƚĞĂŶĚǀĞƌŝĨLJƚŚĂƚĂůůŵĂƚĞƌŝĂůƐĂŶĚĞƋƵŝƉŵĞŶƚ ŵĞĞƚƉƌŽũĞĐƚĐƌŝƚĞƌŝĂƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚĂƌĞƉƌŽƉĞƌůLJƐƚŽƌĞĚ͘dŚĞ ĐŽŶƐƵůƚĂŶƚǁŝůůŝŶƐƉĞĐƚƚŚĞƐŝƚĞ ĚĂŝůLJ͕ ŝŶĐůƵĚŝŶŐ ĂŶLJ ƐŝƚĞ DW ŵĞĂƐƵƌĞƐ͕ ŵĂŶĂŐĞ ƐƉĞĐŝĂů ŝŶƐƉĞĐƚŽƌƐ͕ ĂŶĚ ĐŽŽƌĚŝŶĂƚĞ ǁŝƚŚ ĂŶLJ ŐĞŽƚĞĐŚŶŝĐĂůĂŶĚŵĂƚĞƌŝĂůƚĞƐƚŝŶŐĐŽŶƐƵůƚĂŶƚƐĂŶĚďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞŽǀĞƌĂůůƋƵĂůŝƚLJĂƐƐƵƌĂŶĐĞ ŽĨƚŚĞƉƌŽũĞĐƚ͘

d^<ϭ͘ϵWƌŽŐƌĞƐƐWĂLJŵĞŶƚƐ
ZĞǀŝĞǁƉƌŽũĞĐƚͲƌĞůĂƚĞĚŝŶǀŽŝĐĞƐĂŶĚƉƌŽŐƌĞƐƐƉĂLJŵĞŶƚƐ͘^ƵďŵŝƚĂ ůůŝŶǀŽŝĐĞƐƚŽƚŚĞŝƚLJΖƐWƌŽũĞĐƚ DĂŶĂŐĞƌǁŝƚŚĂƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐƚĂƚŝŶŐƚŚĞƉƌŽƉĞƌĂŵŽƵŶƚĨŽƌƉĂLJ ŵĞŶƚ͘hƐĞƚŚĞ^ĐŚĞĚƵůĞŽĨ sĂůƵĞƐ ĂŶĚ ĂĐƚƵĂů ƋƵĂŶƚŝƚŝĞƐ ĨŽƌ ƉĂLJŵĞŶƚ ƌĞƋƵĞƐƚ ƌĞǀŝĞǁƐ͘ dŚĞ ŝƚLJ ǁŝůů ƉƌŽǀŝĚĞ Ă ĨŽƌŵĂƚ ĨŽƌ ŵŽŶƚŚůLJƉƌŽŐƌĞƐƐƉĂLJŵĞŶƚƐďĂƐĞĚŽŶƚŚĞŝĚ^ĐŚĞĚƵůĞŝŶƚŚĞĐŽŶƚƌĂĐƚ͘ 
PSA25-3507FAC
EXHIBIT "A"
(Cont.)
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 27 of 36
Z&WƵĞĂƚĞ͗:ƵŶĞϮϳ͕ϮϬϮϰ
City Attorney Approved Version 6/12/18
14 d^<ϭ͘ϭϬŽŶƚƌĂĐƚŽƌΖƐůĂŝŵƐĂŶĚŚĂŶŐĞKƌĚĞƌƐ
/Ŷ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ƚŚĞ ŝƚLJΖƐ ^ƚĂŶĚĂƌĚ WƵďůŝĐ tŽƌŬƐ ŽŶƚƌĂĐƚ ĂŶĚ ^ƵƉƉůĞŵĞŶƚĂů WƌŽǀŝƐŝŽŶƐ͕ ŝĚĞŶƚŝĨLJ͕ƉƌĞƉĂƌĞ͕ůŽŐ͕ĂŶĚŵŽŶŝƚŽƌĂůůŽŶƚƌĂĐƚŽƌŽƌŝƚLJŝŶŝƚ ŝĂƚĞĚĐůĂŝŵƐ͕ĐŚĂŶŐĞƐ͕ĞdžƚƌĂǁŽƌŬ͕ ĂŶĚ ĐŚĂŶŐĞŽƌĚĞƌƐ͘ ƐƐŝƐƚ ƚŚĞ ŝƚLJΖƐ WƌŽũĞĐƚ DĂŶĂŐĞƌďLJ ǁŽƌŬŝŶŐ ƚŽ ŶĞŐŽƚŝĂƚĞ Ăůů ĐůĂŝŵƐƚŽ ĂŶ ĂŐƌĞĞĚŽŶƚƌĂĐƚŽƌͬŽŶƐƵůƚĂŶƚ ͬŝƚLJĐŽŶĐůƵƐŝŽŶ͘^ƵďŵŝƚƌĞƐƵůƚĂŶƚ Đ ŚĂŶŐĞ Žƌ ĚĞƌƐ ƚŽ ƚŚĞ  ŝƚLJ ĨŽ ƌ  ĂƉƉƌŽǀĂů͘ WƌĞƉĂƌĞ Ă ƌĞƉŽƌƚ ƉƌŽǀŝĚŝŶŐ ƐƚĂƚĞŵĞŶƚ ŽĨ ĐůĂŝŵ͕ ĞdžƚƌĂǁŽƌŬ͕ Žƌ ĐŚĂŶŐĞ͖ ďĂĐŬŐƌŽƵŶĚ ůĞĂĚŝŶŐƚŽŝƐƐƵĞ͖ƌĞƐŽůƵƚŝŽŶĂůƚĞƌŶĂƚŝǀĞƐ͖ĂŶĚƌĞƐŽůƵƚŝŽŶƌĞĐŽŵ ŵĞŶĚĂƚŝŽŶĨŽƌĂĐƚŝŽŶďLJƚŚĞŝƚLJ͘ WƌĞƉĂƌĞ ǁƌŝƚƚĞŶ ũƵƐƚŝĨŝĐĂƚŝŽŶ ĂŶĚ ŝŶĚĞƉĞŶĚĞŶƚ ĐŽƐƚ ĞƐƚŝŵĂƚĞƐ ĨŽ ƌ ĞĂĐŚ ĐŚĂŶŐĞ ŽƌĚĞƌ ĂĨƚĞƌ ŶĞŐŽƚŝĂƚŝŶŐĐŽƐƚƐǁŝƚŚƚŚĞŽŶƚƌĂĐƚŽƌ͘WƌĞƉĂƌĞĐůĂŝŵƐ͕ĞdžƚƌĂǁŽƌŬ͕ĂŶĚĐŚĂŶŐĞŽƌĚĞƌƐƚŚĂƚƌĞƋƵŝƌĞ ĚĞƐŝŐŶ ĐƌŝƚĞƌŝĂ ŵŽĚŝĨŝĐĂƚŝŽŶƐ Žƌ ĐůĂƌŝĨŝĐĂƚŝŽŶƐ͕ ŝŶĐůƵĚŝŶŐ ƌĞǀŝƐ ŝ Ž Ŷ Ɛ ƚ Ž ƚ Ś Ğ Ě ƌ Ă ǁ ŝ Ŷ Ő Ɛ ͕ Ě Ğ ƚ Ă ŝ ů Ɛ ͕ Ă Ŷ Ě  ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͘

WƌŽǀŝĚĞƚŚĞůĞĂĚƌŽůĞĂŶĚƐƵƉƉŽƌƚƚŽƚŚĞŝƚLJŝŶƌĞƐŽůǀŝŶŐĐůĂŝ ŵƐĂŶĚĚŝƐƉƵƚĞƐ͘dŚŝƐƐŚĂůůŝŶĐůƵĚĞ ǁƌŝƚƚĞŶƌĞƐƉŽŶƐĞƐƚŽŽŶƚƌĂĐƚŽƌƐĂŶĚƉƌŝǀĂƚĞƉĂƌƚŝĞƐ͕ŐŝǀŝŶŐĚĞƉŽƐŝƚŝŽŶƐ͕ĂƐƐŝƐƚŝŶŐǁŝƚŚĂƌďŝƚƌĂƚŝŽŶ ĂŶĚůŝƚŝŐĂƚŝŽŶ͕ƐĞƌǀŝŶŐĂƐĂŶĞdžƉĞƌƚǁŝƚŶĞƐƐ͕ŝŶǀĞƐƚŝŐĂƚŝŶŐĐůĂŝŵƐĨŽƌĚĂŵĂŐĞƐďLJƉƌŝǀĂƚĞƐŽƵƌĐĞƐ͕ ĚĞƐŝŐŶƐĞƌǀŝĐĞƐĨŽƌƌĞƉůĂĐĞŵĞŶƚŽĨĚĂŵĂŐĞĚǁŽƌŬ͕ĂŶĚƐĞƌǀŝĐĞƐŵ ĂĚĞŶĞĐĞƐƐĂƌLJďLJŽŶƚƌĂĐƚŽƌ ĚĞĨĂƵůƚ͘

d^<Ϯ͗WƌŽũĞĐƚůŽƐĞŽƵƚ
WƌĞƉĂƌĞĚĞƚĂŝůĞĚƉƌŽũĞĐƚƉƵŶĐŚůŝƐƚƐĂƚĐůŽƐĞŽƵƚŽĨƚŚĞƉƌŽũĞĐƚ ͘hƉŽŶĐŽƌƌĞĐƚŝŽŶŽĨĚĞĨŝĐŝĞŶĐŝĞƐ͕ ƐĐŚĞĚƵůĞ͕ĐŽŽƌĚŝŶĂƚĞ͕ĂŶĚĐŽŶĚƵĐƚĂĨŝŶĂůǁĂůŬͲƚŚƌŽƵŐŚƉƌŝŽƌƚŽƚŚĞĂĐĐĞƉƚĂŶĐĞŽĨǁŽƌŬǁŝƚŚƚŚĞ ŝƚLJ͘sĞƌŝĨLJǁŽƌŬ͕ƚĞƐƚŝŶŐ͕ĐůĞĂŶƵƉĂŶĚĚĞŵŽďŝůŝnjĂƚŝŽŶŝƐĐŽŵƉů ĞƚĞ͘dǁŽǁŽƌŬŝŶŐĚĂLJƐĂĨƚĞƌĨŝŶĂů ǁĂůŬͲƚŚƌŽƵŐŚ͕ĐŚĞĐŬĂŶĚƐƵďŵŝƚĨŝŶĂůƉĂLJŵĞŶƚƌĞƋƵĞƐƚƐ͘ZĞǀŝĞǁĂŶĚĐĞƌƚŝĨLJƚŚĂƚƚŚĞŽŶƚƌĂĐƚŽƌΖƐ ƉƌŽũĞĐƚƌĞĐŽƌĚĚƌĂǁŝŶŐƐĂŶĚŽƉĞƌĂƚŝŽŶͬŵĂŝŶƚĞŶĂŶĐĞŵĂŶƵĂůƐĂƌĞĐŽŵƉůĞƚĞĂŶĚĂĐĐƵƌĂƚĞ͘ 



PSA25-3507FAC
EXHIBIT "A"
(Cont.)
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 28 of 36
Anticipated Notice to Proceed: November 2024
Project Completion Target: December 2025
Principal
Construction
Manager
Assistant
Construction
Manager
Senior
Construction
Inspector
TASK: RATE: $225/Hr. $165/Hr. $184/Hr. HOURS FEE
33 11 44 9,240$
115 38 153 32,130$ 15.00%
77 26 102 21,420$ 10.00%
38 13 51 10,710$ 5.00%
38 13 51 10,710$ 5.00%
153 51 204 42,840$ 20.00%
115 38 153 32,130$ 15.00%
0 0 1815 1815 333,960$
77 26 102 21,420$ 10.00%
153 51 204 42,840$ 20.00%
54 18 72 15,120$
0 572,520$
City of Carlsbad
6/27/2024
Construction Management and Inspection Services For Fleet Fuel Island Upgrade (RFP24-3450FAC)

1.7 Plans and Specifications Interpretation

1.8 Construction Inspection Services

1.9 Progress Payments
Estimated Hours and Proposed Fees:

Please note, this cost proposal is an estimate based on an anticipated schedule duration and plans provided by the City. Preliminary project work is anticipated to occur in November 2024, and project closeout in December 2025. If construction duration changes from this anticipated schedule, we will adjust our fee accordingly to accomodate the project.

CM & Inspection Services Total

1.1 Preliminary Project Work

1.2 Contract Administration/Management

1.3 Reports and Communications

2.0 Project Closeout

1.4 Photo Documentation

1.10 Contractor's Claims and Change Orders

1.5 Construction Progress Meetings

1.6 Shop Drawings and Submittal Reviews
Revised 8/6/2024
PSA25-3507FAC
EXHIBIT "A"
(Cont.)
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 29 of 36
Principal Assistant
Construction Construction
M anage r M anager
TASK: I RATE: $22.5/Hr. $165/Hr.

1.1 Preliminary Project Work 33 11

1.2 Contract Administration/Management 115 38

1.3 Reports and Communications 77 26

1.4 Photo Documentation 38 13

1.5 Constructi on Progress Meetings 38 13

1.6 Shop Drawings and Submittal Reviews 153 51

1.7 Plans and Specifications Interpreta tion 115 38

1.8 Constructi on Inspection Services 0 0

1.9 Progress Payments 77 26

1.10 Contractor 's Claims and Change Orders 153 51

2.0 Project Closeout 54 18
CM & Inspection Services Tota l
Senior
Construction
Inspector
$184/Hr. HOURS
44 153
102
51 51
204
153
528 528
102
204
72 0
s
s
s
s
s
s
s
s
s
s
s
s
A)env ~
CONSUL TING , IN C.

FEE
9,240
32,130
21,420
10,710
10,710
42,840
32,130
97,152
21,420
42,840
15,120
335,712
Signed,
Patrkk olan
Pre ident

15.00%

10.00%

5.00%

5.00%

20.00%

15.00%

10.00%

20.00%
New ty onsulting Inc.

Hourly Rate Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Work Days in Month 11 22 22 21 23 21 22 21 19 21 22 21 20 18 Avg Hours Per Work Day 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 Avg Hours Per Work Day 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 Avg Hours Per Work Day 0.0 6.0 7.0 7.0 7.0 7.0 7.0 7.0 7.0 7.0 7.0 7.0 6.0 4.0 Personnel Classifications Hourly Rates Hours Fee
Hours: 33 66 66 63 69 63 66 63 57 63 66 63 60 54 852
Fee: $7,425 $14,850 $14,850 $14,175 $15,525 $14,175 $14,850 $14,175 $12,825 $14,175 $14,850 $14,175 $13,500 $12,150 $191,700 Hours: 11 22 22 21 23 21 22 21 19 21 22 21 20 18 284
Fee: $1,815 $3,630 $3,630 $3,465 $3,795 $3,465 $3,630 $3,465 $3,135 $3,465 $3,630 $3,465 $3,300 $2,970 $46,860 Hours: 0 132 154 147 161 147 154 147 133 147 154 147 120 72 1,815 Fee: $0 $24,288 $28,336 $27,048 $29,624 $27,048 $28,336 $27,048 $24,472 $27,048 $28,336 $27,048 $22,080 $13,248 $333,960 572,520$ Total Fees
Assistant Construction Manager $165/Hr.

Senior Construction Inspector $184/Hr.

Totals
Principal Construction Manager $225/Hr.
20252024
Proposed Fees Continued: Breakdown of hours and costs by month:

Principal Construction Manager
Assistant Construction Manager
Senior Construction Inspector

PSA25-3507FAC
EXHIBIT "A"
(Cont.)
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 30 of 36
Propos.ed Fee s Continued: Breakdown ,of hours and cost s by month :
2024 2025
Hourly Rate Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Wor k Days i n M ont h 11 22 22 21 23 2 1 22 21 19 21 22 21 20 18 Avg Hours Per Wor k Day Pri nci p,al Construction M anager 3.0 3.0 3.0 3.0 3.0 3 _0 3.0 3_0 3.0 3.0 3.0 3 _0 3.0 3.0 Avg Hours Per Wor k Day Ass ist ant Construct ion M anager J..O 1.0 1 .0 1.0 L O LO 1.0 1.0 LO 1.0 J..O 1.0 1 .0 1.0 Avg Hours Per Wor k Day Seni or Construct i on Inspect or 0 .0 I-~~,

2.0 2.0 2.0 2.0
2~

2.0 2.0 2.0 2-0 2.0 2.0 J. .O
~ ,,--. .r- .,,,,,.. r--,,,._
I .,, .I
v__)
I l(: re,~, Totals
H (Cl I ~ 1~,_...
=
Personnel Classifications Hourly Rat es Hours Fee
_ ,
66 - 3 - j -- -Hours: 33 66 69 63 66 63 57 63 66 63 60 54 85 2 Pri ncipa l Const ruction Manager $225/Hr. ~"'
Fee : $7,425 $14,8 50 $14,850 $14,175 $15 ,525 $1 4,175 $14,850 $14,175 $12 ,825 $14,175 $14,850 $14,17 5 $13, 500 $12,150 $1 91,700 ,.
11 ,.
22 ,.
22 ,.
21 ,.
23 ,.
21 ,.
22 ,.
21 ,.
19 ,.
21 ,.
22 ,.
21 ,.
20 ,.
18 284 Hours:

Assistant Con struc tion Manager $165/ Hr. $1,815 $3,630 $3,630 $3,465 $3,795 $3,465 $3,630 $3,465 $3,135 $3,465 $3,630 $3,465 $3,300 $ 2,970 $46,860 Fee:
,.
0 ,.
44 ,.
44 ,.
42 ,.
46 ,.
42 ,.
44 ,.
42 ,.
38 ,.
42 ,.
44 ,.
42 ,.
40 ,.
18 528 Hours:

Senior Construction Insp ect or $18 4/ Hr.

Fee : so $8,096 $8,096 $7,728 $8,464 $7,72 8 $8,096 $7,728 $6,992 $7,728 $8,096 $7, 72 8 $7,360 $3,31 2 $97,152 Tota l Fees s 335,712

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
08/29/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
NAME: K T L Business Insurance Services, Inc.

K T L Business Insurance Services, Inc.
322 8th Street Suite # 101
Del Mar CA 92014
PHONE
(A/C, No. Ext): (858) 350-0555 FAX
(A/C, No): (858) 350-0556
E-MAIL
ADDRESS [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #

INSURED
Agency Lic#: CA # 0D86601 INSURER A:

INSURER B: Hartford Casualty Insurance Company

UNDERWRITERS AT LLOYDS
29424
15792

NEW CITY CONSULTING, INC
31959 VIA ARARAT DRIVE
BONSALL CA 92003
INSURER C:

INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 100201 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

LTR TYPE OF INSURANCE
ADDL
INSRD
SUBR
WVD

POLICY EFF

DATE (MM/DD/YY)

POLICY EXP

DATE (MM/DD/YY)
X

POLICY NUMBER

EACH OCCURRENCE
LIMITS
$ 2,000,000
A
COMMERCIAL GENERAL LIABILITY PSM0239988663 06/22/24 06/22/25 DAMAGE TO RENTED PREMISES (Ea occurence) $ 250,000
X

CLAIMS MADE X OCCUR
5,000PRIMARY & NON-CONTRIBUTORY MED EXP (Any one person) $ 2,000,000PERSONAL & ADV INJURY $
4,000,000GEN'L AGGREGATE LIMIT APPLIES PER:

PRO-
JECT
GENERAL AGGREGATE $
4,000,000
POLICY X LOC PRODUCTS-COMP/OP AGG $
OTHER:

PSM0239988663 06/22/25 COMBINED SINGLE LIMIT
(Ea accident)
$
A
AUTOMOBILE LIABILITY 06/22/24 $ 1,000,000
ANY AUTO BODILY INJURY (Per person) $
OWNED

AUTOS ONLY

SCHEDULED
AUTOS
BODILY INJURY (Per accident) $

X HIRED

AUTOS ONLY X NON-OWNED

AUTOS ONLY

PROPERTY DAMAGE
$
(Per accident)
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION $ $
B

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
72WECAT3BCT 07/12/24 07/12/25 X PER

STATUTE
OTH-
ER

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
Y/N N/A E.L. EACH ACCIDENT $ 1,000,000
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 LIABILITY PSM0239988663 06/22/24 06/22/25 AGGREGATE $2,000,000 EACH CLAIM $2,000,000
CITY OF CARLSBAD ITS OFFICERS, AGENTS, AND EMPLOYEES ARE NAME ADDITIONAL INSURED REGARDING GENERAL LIABILITY. COVERAGE IS PRIMARY & NON-CONTRIBUTORY PER POLICY FORM. 30 DAY NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM* DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

CERTIFICATE HOLDER CANCELLATION

CITY OF CARLSBAD/CMWD

C/O EXIGIS INSURANCE COMPLIANCE SERVICES
P.O. BOX 947
MURRIETA, CA 92564

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

Attention: Kevin LevineLic # 0834847
ACORD 25 (2016/03) Certificate # 100201 © 1988-2015 ACORD CORPORATION. All right reserved.

The ACORD name and logo are registered marks of ACORD
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 31 of 36
ACORD""
I ~
I
I □
~ □ □
--
~
- -- -
- H
I I
I I I
□
Unique Market Reference No. B087523C9N5051, B087523C9N5053 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved

ADDITIONAL INSURED ENDORSEMENT

ATTACHING TO
POLICY NUMBER:

PSM0239988663
THE INSURED: New City Consulting Inc
WITH EFFECT FROM: 22 Aug 2024
It is understood and agreed that the following amendments are made to this Policy:

1. The following DEFINITION is added:
"Additional insured" means
City of Carlsbad/CMWD
c/o EXIGIS Insurance Compliance Services
P.O. Box 947
Murrieta, CA 92564
US

2. Where an “Additional insureds” CONDITION exists in this Policy, additional insureds
are included as a third party.

3. Where an “Additional insureds” CONDITION does not exist in this Policy, the following CONDITION
is added:

Additional insureds
Additional insureds are indemnified under this Policy as if they were you, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of
any claim arising solely out of an act, error or omission committed by
you or on your behalf, provided that had the claim
been made
against you, then you would be entitled to indemnity
under this Policy.

Before we
indemnify any additional insured, they must prove to us that the claim arose solely out of an act, error or omission committed by
you or on your behalf and fully comply with
CONDITION 1 as if they were you.

When this CONDITION applies, it will be primary and non- contributory to the
additional insured's own insurance but only if
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 32 of 36
cfc
Unique Market Reference No. B087523C9N5051, B087523C9N5053 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved
you and the additional insured have entered into a contract that contains a provision requiring this.

Whilst additional insureds are indemnified under this Policy, any claim made by additional insureds against you will be treated by us as if they were a third party and not as a named insured.

4. The following CONDITION is added:

Notice of cancellation to additional insureds
If we give you notice of cancellation in accordance with the “Cancellation” CONDITION, we will endeavour to provide the same notice of cancellation to additional insureds; however, not doing so will not place any additional liability upon us.

SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE
POLICY
Authorised Signatory
CFC Underwriting Ltd
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 33 of 36
cfc
Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 Sept. 24, 2024
Item #4 Page 34 of 36
POLICY NUMBER: PSM0239988663 COMMERCIAL GENERAL LIABILITY CLC 25/00
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name of Person or Organization:

CITY OF CARLSBAD ITS OFFICERS, AGENTS, AND EMPLOYEES
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
Who Is An Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured.

THE COMPANY FURTHER AGREES THAT THIS ENDORSEMENT IS SUBJECT TO THE FOLLOWING CONDITION:

The insurance afforded by this policy for the benefit of the Additional Insured shall be primary insurance as re­ spects any claim, loss of liability arising out of work of the named insured at the location described above. Any other insurance in which the additional insured is the primary named insured shall be excess and non­ contributory with the insurance provided hereunder when both insurances are applicable to a loss.

CLC 25/00 Contains Copyrighted Material of the Insurance Services Office, Inc, Copyright, Insurance Services Office, Inc., 1996

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 08/30/24 Policy Expiration Date: 07/12/25

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC AT3BCT Endorsement Number: 002
Effective Date: 08/30/24 Effective hour is the same as stated on the Information Pa ge of the policy.

Named Insured and Address: NEW CITY CONSULTING INC.
31959 VIA ARARAT DR
BONSALL CA 92003
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 5 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
City of Carlsbad , 1635 FARADAY AVE, CARLSBAD, CA,
92008
1 Docusign Envelope ID: 933DB27E-0652-4C77-ACB6-BE4BD846F9B9 ?
Sept. 24, 2024
Item #4 Page 35 of 36
FARADAY AVE.

PALOMAR

AIRPORT
RD.

EL
CAMINO
REAL
ORION
ST.

WHIPTAIL
LOOP
LOKER
AVE.

WEST EAST
SALK AVE. IMPALA DR.

PALMER
WY.

GATEWAY RD.

SITE

PALOMAR

AIRPORT
EL
FUERTE
ST.

RUTHERFORD
RD.

SITE
LOKER
AVE.

Emergency Operations Center Reconfiguration
Project, CIP Project No. 4715
EXHIBIT 5 Exhibit 3
Sept. 24, 2024
Item #4 Page 36 of 36