2024-11-12; City Council; 02; Master Agreements with Consulting Firms to Provide Professional Services — Carlsbad City Council, November 12, 2024 (part 6 of 7)

24. CO VENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

25. CL

AIMS 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 City to terminate this Agreement.

26. J

URISDICTIONS 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 cou rt 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. S

UCCESSORS 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.

28. T

HIRD- PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.

29. E NTIRE 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.

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ATTACHMENT B
PSA25-3534CA

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30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making paymen ts to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.

31. A

UTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.

Executed by Contractor this___________ day of _______________________, 2024.

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CONTRACTOR
O' Day Consultant s, Inc., a California
corporation
By:

By:
(sign here)
Keith Hansen. Vice President
(print name/title)
(sign here)
(print name/title)

ATTACHMENT B
PSA25-3534CA
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 l~
Keith Blackburn , President
ATTEST:

SHERRY FREISINGER, Secretary
By:

Deputy Secretary
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 group s:

Group A
Chairman ,
President , or
Vice-President
Group B
Secretary,
Assistant Secretary ,
CFO or Assistant Treasurer
Otherwise , the corporation must attach a resolution cert ified by the secretary or assistant secretary under corporate seal empowering the officer( s) signing to bind th e corporation .

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: b(~ ~/A.

Assistant General Counsel

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ATTACHMENT B
PSA25-3534CA

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EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of general civil engineering tasks as outlined in individual Project Task Descriptions and Fee Allotments (PTD&FA), related to the following:

A. Roadway Design.

B. Parkway Design.

C. Site Design.

D. Roundabout Design.

E. Visual Simulations.

F. Intelligent Transportation Systems.

G. ADA Design / Inspection.

H. Stormwater Engineering (Civil Design).

Requests for work not listed above must be contracted under separate agreement.

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RFQ24-3430CA 22 22 DUE DATE 6/12/2024
REQUEST FOR QUALIFICATIONSMASTER 2:00 PM PST

SERVICES AGREMENT FOR CONSULTANTS
ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement
STAFF

NAME TITLE HOURLY RATE

1. Keith Hansen Contract Project Manager $255.00

2. Beth Reiter Project Manager $255.00

3. George O’Day QA/QC Manager $255.00

4. Paul Keck Project Engineer $208.00

5. Dylan Hibbard Project Engineer $208.00

6. Jason St. Aubin Design Engineer $179.00

7. Damon Becker Project Survey Manager/ Party Chief $186.00

8. 2 Man Survey Crew Prevailing Wage Rate $395.00

SUBCONSULTANT – BEYAZ & PATEL*

NAME TITLE HOURLY RATE

1. Subhash Patel Structural Engineer 240.16

SUBCONSULTANT – GEOCON*
NAME TITLE HOURLY RATE**

1. Shawn Weedon Senior Engineer, VP 140.00

2. Yong Wang Senior Engineer 140.00

3. Matt Love Senior Project Engineer 165.00

4. Ken Haase Senior Project Geologist 165.00

5. Brad Kuna Project Engineer 150.00

6. Dylan Thomas Project Geologist 150.00

7. Nik Garcia Staff Engineer 125.00

8. Tom Galambos Laboratory Manager 90.00

9. James Atkinson Sr. Field Technician Inspector 80.00

SUBCONSULTANT – LLG*

NAME TITLE HOURLY RATE

1. K.C. Yellapu Sr. Traffic Engineer 226.00

EXPENSES

DESCRIPTION COST % MARKUP

1. In-House Copy Services See next page 0%

2. Outside Copy Services Varies/page 10%

3. Aerial Topography Varies 10%

4. 5.

**For prevailing wage work, a $50/hr. surcharge applies. *Subconsultant rates will be marked up 10% wh
en invoiced.

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RFQ24-3430CA 22 22 DUE DATE 6/12/2024
REQUEST FOR QUALIFICATIONSMASTER 2:00 PM PST

SERVICES AGREMENT FOR CONSULTANTS
ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement

EXPENSES

DESCRIPTION COST % MARKUP
In-House Copy Services Listed below 0%

8.5x11 11x17 18x26 24x36 30x42
IN-HOUSE - Black & White $ 0.30 $ 0.60 $ 1.50 $ 2.76 $ 4.03 IN-HOUSE - Color $ 0.72 $ 1.43 $ 3.56 $ 6.56 $ 9.56 SUBMITTAL - Black & White $ 0.75 $ 1.50 $ 3.74 $ 6.90 $ 10.07 SUBMITTAL - Color $ 2.25 $ 4.49 $ 11.22 $ 20.70 $ 30.19

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Docusign Envelope ID: 45B43BE6-3785 -4B33-B57D-D1195CF57C47

MASTER AGREEMENT FOR

CORROSION ENGINEERING SERVICES
RF YEAGER ENGINEERING, INC.

ATTACHMENT C
PSA25-3536CA
THIS AGREEMENT is made and entered into as of the \~ day of \\.\t>~, , 2024, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and RF Yeager Engineering, Inc., a California corporation, hereinafter referred to as "Contractor."

RECITALS
A. CMWD requires the professional services of a consultant experienced in the field of corrosion engineering services.

B. The professional services are required on a non-exclusive, project-by -project basis.

C. Contractor has the necessary experience in providing professional services and advice related to corrosion engineering.

D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 24-3430CA 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 th is reference in accordance with this Agreement's terms and condit ions.

Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below).

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor wil l exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor 's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise .

3. TERM
The term of this Agreement will be effective for a period of three (3) years from December 1, 2024, through November 30, 2027. The Executive Manager of CMWD ("Executive Manager'') may amend the Agreement to extend it for two (l.) additional one OJ year(s) 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 .

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ATTACHMENT C
PSA25-3536CA

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4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.

5. CO

MPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project b eing considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.

If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the A greement effective date after the initial three-year term . An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI -U) , as reported by the Bureau of Labor Statistics or

5.0%, whichever is lower. If the CPI -U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date , assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement.

6. P

REVAILING WAGE RATES
Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to s tate prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement.

Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll reco rds, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.

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ATTACHMENT C
PSA25-3536CA

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7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) o nline 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.

I
t is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 o r Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities w ith 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.

8. S

TATUS 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

9. CO

NTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the C MWD contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements.

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ATTACHMENT C
PSA25-3536CA

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10. 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.

11. O

THER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.

12. IN DEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses inc luding attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

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 CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self -administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.

13. I

NSURANCE
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.

13.1 Co
verages 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 Docusign Envelope ID: 45B43BE6-3785-4B33-B57D-D1195CF57C47 Nov. 12, 2024
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ATTACHMENT C
PSA25-3536CA

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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 requ ired 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.

13.1 .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.

13.1 .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.

13.1 .3 Workers' Compensation and Employer's Liability . Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this.

13.1 .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.

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

1 3.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.

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

13.2.3 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.”

13.2.4 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.

13.3 P
roviding Certificates of Insurance and Endorsements . Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

13.4 Fa ilure 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.

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PSA25-3536CA

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may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

13.5 Subm ission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.

14. B USINESS 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.

15. A CCOUNTING 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 four (4) years from the date of final payment under this Agreement.

16. O

WNERSHIP 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.

17. CO

PYRIGHTS
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.

18. N OTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.

For CMWD: For Contractor:

Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works Address

CARLSBAD MUNICIPAL WATER

DISTRICT

Address 1635 Faraday Avenue Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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.

Docusign Envelope ID: 45B43BE6-3785-4B33-B57D-D1195CF57C47 9562 Winter Gardens Blvd #D151
President
619.312.0195
Richard F. Yeager Jr. PE
Lakeside, CA 92040
[email protected]
Nov. 12, 2024
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PSA25-3536CA

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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 ob serve 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. CAL IFORNIA 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 may therefore be subject to requirements to reduce 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. D ISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.

22. D ISPUTE 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 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 procedure will prohibit the parties from seeking remedies available to them at law.

23. T

ERMINATION
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.

CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.

Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either par ty 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.

Docusign Envelope ID: 45B43BE6-3785-4B33-B57D-D1195CF57C47 thirty 30
Nov. 12, 2024
Item #2 Page 544 of 680

ATTACHMENT C
PSA25-3536CA

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25. CL

26. J

27. S

28. T

HIRD- PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.

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ATTACHMENT C
PSA25-3536CA

Page 9 ends

31. A

Executed by Contractor this___________ day of _______________________, 2024.

Docusign Envelope ID: 45B43BE6-3785-4B33-B57D-D1195CF57C47 15 October
Nov. 12, 2024
Item #2 Page 546 of 680
Docusign Envelope ID: 45843BE6 -3785-4833-857D -D1195CF57C47

CONTRACTOR
RF Yeager Engineering, Inc., a California
corporation
(sign here)
Richard F. Yeager, President and Secretary
(print name/title)
By:
(sign here)
(print name/title)

ATTACHMENT C
PSA25-3536CA
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 ~
~
ATTEST:

SHERRY FREISINGER, Secretary
By:

Deputy Secretary
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:

CINDIE K. McMAHON, City Attorney
BY: bt1A4- E\tmyia,
Assistant General Counsel

Page 10 ends

Nov.12.2024 Item #2 Page 547 of 680

ATTACHMENT C
PSA25-3536CA

Page 11 ends

EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of corrosion engineering tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Cathodic protection/corrosion design.

B. Stray current surveys.

C. Corrosion test station monitoring.

D. Corrosivity assessments.

E. Metallic component failure analysis.

F. Preparation of reports.

G. Plan reviews.

H. Corrosion program reviews.

I. Inspections for pipelines, reservoirs, water/wastewater facilities.

J. Construction support.

Requests for work not listed above must be contracted under separate agreement.

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ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE
RF Yeager Engineering Inc. - Corrosion Engineering Services

Prices valid through Term of Agreement
STAFF

NAME TITLE HOURLY RATE

1. Richard F. Yeager Jr., PE Principal $220.00

2. Randy J. Geving PE Senior PM $210.00

3. George Medina Senior CADD Designer $145.00

4. 5.

9. 10.

SUB-CONSULTANTS

NAME/FIRM TITLE HOURLY RATE

1. NONE

2. 3.

9. 10.

EXPENSES
DESCRIPTION COST % MARKUP

1. The above billing rates include all
overhead costs such as mileage,
admin, etc.

2. 3.

4. RFQ24-3430CA

REQUEST FOR QUALIFICATIONS-

MASTER SERVICES AGREMENT FOR CONSULTANTS
22 DUE DATE 6/12/2024
2:00 PM PST
Teresa Fong $125.00Administrator
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Docusign Envelope ID: C2167EB0-1999-4134-9B43-EE043CSE99AD

MASTER AGREEMENT FOR

ELECTRICAL ENGINEERING SERVICES
BSE ENGINEERING, INC.

ATTACHMENT D
PSA25-3541CA
THIS AGREEMENT is made and entered into as of the \ 4 day of l"-\bJ • , 2024, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and BSE Engineering, Inc., a California corporation , hereinafter referr ed to as "Contractor."

RECITALS
A. CMWD requires the professional services of a consultant experienced in electrica l engineering services.

B. The professional services are required on a non-exclusive, project-by-project basis.

C. Contractor has the necessary experience in providing professional services and advice related to electrical engineering services.

D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 24-3430CA and has affirmed its willingness and ability to perform such work.

NOW, THEREFORE, in consideration of these recitals and the mutual covenants contai ned herein, CMWD and Contractor agree as follows:

1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement 's terms and conditions.

Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below) .

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropol itan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

3. TERM
The term of this Agreement will be effective for a period of three (3) years from December 1, 2024, through November 30, 2027. The Executive Manager of CMWD ("Executive Manager" ) may amend the Agreement to extend it for two W additional one (.!) year(s) 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 amendme nt indicating t he effective date and length of the extended Agreement.

Page 1 ends

Nov.12,2 024 Item #2 Page 550 of 680

ATTACHMENT D
PSA25-3541CA

Page 2 ends

5. CO

MPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular projec t being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percenta ge of project complete, completion of specific project tasks or a combination thereof.

6. P

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ATTACHMENT D
PSA25-3541CA

Page 3 ends

8. S

9. CO

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ATTACHMENT D
PSA25-3541CA

Page 4 ends

11. O

THER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.

13. I

13.1 Co
verages 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 Docusign Envelope ID: C2167EB0-1999-4134-9B43-EE043C5E99AD Nov. 12, 2024
Item #2 Page 553 of 680

ATTACHMENT D
PSA25-3541CA

Page 5 ends

The full limits available to the named insured shall also be available and applicable to the City as an additional insured.

13.1 .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.

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

1 3.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.

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

13.3 P
roviding Certificates of Insurance and Endorsements . Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Docusign Envelope ID: C2167EB0-1999-4134-9B43-EE043C5E99AD Nov. 12, 2024
Item #2 Page 554 of 680

ATTACHMENT D
PSA25-3541CA

Page 6 ends

may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

13.5 Subm ission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.

14. B USINESS 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.

16. O

17. CO

PYRIGHTS
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.

18. N OTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.

For CMWD: For Contractor:

Name Eleida Felix Yackel Name Alan Brown, PE
Title Senior Contract Administrator Title Principal Electrical Dept Public Works Address 9903 Businesspark Ave.

CARLSBAD MUNICIPAL WATER DISTRICT Suite 104, San Diego, CA 92131 Address 1635 Faraday Avenue Phone
Mobile
858-800-6030
619-871-3478
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2767
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.

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ATTACHMENT D
PSA25-3541CA

Page 7 ends

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

Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.

23. T

CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.

Docusign Envelope ID: C2167EB0-1999-4134-9B43-EE043C5E99AD 30thirty
Nov. 12, 2024
Item #2 Page 556 of 680

ATTACHMENT D
PSA25-3541CA

Page 8 ends

25. CL

26. J

27. S

28. T

HIRD- PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.

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Item #2 Page 557 of 680

ATTACHMENT D
PSA25-3541CA

Page 9 ends

31. A

Executed by Contractor this___________ day of _______________________, 2024.

Docusign Envelope ID: C2167EB0-1999-4134-9B43-EE043C5E99AD October17th
Nov. 12, 2024
Item #2 Page 558 of 680
Docusign Envelope ID: C2167EB0-1999-4134-9B43-EE043C5E99AD

CONTRACTOR
BSE Engineering, Inc., a California corporation
(sign here)
Alan James Brown, President and Secretary
(print name/title)
By:
(sign here)
(print name/title)

ATTACHMENT D
PSA25-3541CA
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, ~
Keith Blackburn, President
ATTEST:

SHERRY FREISINGER, Secretary
By:

Deputy Secretary
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 empower ing the officer(s) signing to bind the corpo ration .

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
By: &(i,u. fu_m.ria.

Assistant Genera l Counsel
Nov. 12,2024

Page 10 ends

Item #2 Page 559 of 680

ATTACHMENT D
PSA25-3541CA

Page 11 ends

EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of electrical engineering tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Electrical System Design and Analysis:
• Conducting site assessments and surveys.
• Designing electrical systems for water treatment plants, wastewater treatment plants, and pumping stations.
• Performing load calculations, power distribution, and system protection studies.
• Developing detailed electrical schematics and single-line diagrams.

B. Instrumentation and Control Systems:
• Designing and implementing instrumentation and control systems for process monitoring and control.
• Designing SCADA systems for remote monitoring and control. • Designing custom electrical control panels tailored to the needs of water and wastewater facilities.
• Ensuring compliance with industry standards and regulations.

C. Power Distribution and Generation:
• Designing power distribution systems for reliability and efficiency. • Specifying electrical equipment such as transformers, switchgear, and distribution panels.
• Evaluating options for on-site power generation.
• Designing Motor Control Centers (MCCs) for efficient motor control and protection.

D. Arc Flash Analysis and Breaker Coordination:
• Conducting arc flash hazard analysis to assess and mitigate risks. • Performing coordination studies to ensure selective and coordinated operation of protective devices.
• Implementing measures to minimize arc flash hazards and enhance personnel safety.

E. Emergency Backup Systems:
• Designing and implementing emergency backup power systems. • Specifying backup generators, automatic transfer switches, and UPS systems.

F. Electrical Safety and Compliance:
• Ensuring compliance with electrical codes, regulations, and standards. • Conducting arc flash hazard analysis and implementing mitigation measures. • Providing electrical safety training for staff.

G. Project Management and Coordination:
• Managing electrical engineering projects from conception to completion. • Coordinating with other engineering disciplines and stakeholders. • Monitoring project schedules and budgets.

Requests for work not listed above must be contracted under separate agreement.

Docusign Envelope ID: C2167EB0-1999-4134-9B43-EE043C5E99AD Nov. 12, 2024
Item #2 Page 560 of 680
Designing Your Sustainable Future Page 2
Statement of Qualifications
City of Carlsbad
Contract Administration, Public Works Branch
Master Services Agreement for Consultants
No. RFQ24-3430CA
3-year rate, 2024- 2026
Name Title Hourly Rate
1 Alan Brown Principal Engineer 294.00$
2 Paul Luster Principal Engineer 294.00$
3 Ross Slocum Senior Associate 250.00$
4 Brandon Reed Senior Associate 250.00$
5 Bobby Rodrigues Senior Associate 250.00$
6 Karl Fish Senior Associate 250.00$
7 TBD Associate Engineer 229.00$
8 Miriam Pinzon-Betancourt Senior Engineer 208.00$
9 Jordan Katz Project Engineer 192.00$
10 TBD Engineer II 159.00$
11 TBD Engineer I 142.00$
12 Noel Wilshusen Senior Designer 160.00$
13 Julio Iraheta Senior Designer 160.00$
14 TBD Designer II 138.00$
15 TBD Designer I 116.00$
16 Jeremy Carnahan Senior CAD 117.00$
17 Patrick Adams Senior CAD 117.00$
18 Sylvester Esteban Senior CAD 117.00$
19 TBD CAD II 101.00$
20 Elizabeth Potts CAD I 84.00$
21 Vanessa Ortega Senior Administrator 149.00$
22 Lisa Velazquez Admin 83.00$
Staff
RFQ24-3430CA REQUEST FOR QUALIFICATIONS

MASTER SERVICES AGREMENT FOR CONSULTANTS
9903 Businesspark Ave, Suite 104, San Diego, CA 92131
tel 858.800.6000 fax 858.800.6001 www.BSEengineering.com California Professional Engineers M29400 / E13353
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Docusign Envelope ID: AE5ACOFC-A745-4E2F-B68E-65C7AFBF7FD7

MASTER AGREEMENT FOR

ELECTRICAL ENGINEERING SERVICES
ENTERPRISE ENGINEERING, INC.

ATTACHMENT E
PSA25-3542CA
THI\. AGREEMENT is made and entered into as of the \ 4 day of b\.\i , 2024, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Enterprise Engineering, Inc., a Maine corporation, hereinafter referred to as "Contractor."

RECITALS
A. CMWD requires the professional services of a consultant experienced in electrical engineering services.

B. The professional services are required on a non-exclusive, project -by-project basis.

C. Contractor has the necessary experience in providing professional services and advice related to electrical engineering services.

D. Contractor has submitted a proposal to CMWD under Request for Qualification s (RFQ) No. 24-3430CA 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, tho se services (the "Services") that are defined in attac hed Exhibit "A", which is incorporated by thi s reference in accordance with thi s Agreement's terms and conditions .

Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below).

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

3. TERM
The term of this Agreement will be effective for a period of three (3) years from December 1, 2024, through November 30, 2027. The Executive Manager of CMWD ("Executive Manager" ) may amend the Agreement to extend it for two (I) additional one (]J year(s) periods or parts thereof . Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of fund s by the CMWD Board of Directors. The partie s will prepare a written amendment indicating the effective date and length of the extended Agreement.

Page 1 ends

Nov. 12, 2024 Item #2 Page 562 of 680

ATTACHMENT E
PSA25-3542CA

Page 2 ends

5. CO

MPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular projec t being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percenta ge of project complete, completion of specific project tasks or a combination thereof.

6. P

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ATTACHMENT E
PSA25-3542CA

Page 3 ends

8. S

9. CO

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ATTACHMENT E
PSA25-3542CA

Page 4 ends

11. O

THER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.

12. IN DEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

13. I

13.1 Co
verages 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 Docusign Envelope ID: AE5AC0FC-A745-4E2F-B68E-65C7AFBF7FD7 Nov. 12, 2024
Item #2 Page 565 of 680

ATTACHMENT E
PSA25-3542CA

Page 5 ends

The full limits available to the named insured shall also be available and applicable to the City as an additional insured.

13.1 .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.

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

1 3.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.

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

13.3 P
roviding Certificates of Insurance and Endorsements . Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Docusign Envelope ID: AE5AC0FC-A745-4E2F-B68E-65C7AFBF7FD7 Nov. 12, 2024
Item #2 Page 566 of 680

ATTACHMENT E
PSA25-3542CA

Page 6 ends

may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

13.5 Subm ission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.

14. B USINESS 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.

16. O

17. CO

PYRIGHTS
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.

18. N OTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.

For CMWD: For Contractor:

Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works Address

CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Avenue Phone
Mobile

Carlsbad, CA 92008 Email
Phone 442-339-2767
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.

Docusign Envelope ID: AE5AC0FC-A745-4E2F-B68E-65C7AFBF7FD7 858 229 4954
Erson Bolos
Senior Electrical Engineer
[email protected]
Poway, CA 92064
12975 Brookprinter Place, Suite 160
Nov. 12, 2024
Item #2 Page 567 of 680

ATTACHMENT E
PSA25-3542CA

Page 7 ends

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

Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.

23. T

CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.

Docusign Envelope ID: AE5AC0FC-A745-4E2F-B68E-65C7AFBF7FD7 30thirty
Nov. 12, 2024
Item #2 Page 568 of 680

ATTACHMENT E
PSA25-3542CA

Page 8 ends

25. CL

26. J

URISDICTIONS 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. S

28. T

HIRD- PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.

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ATTACHMENT E
PSA25-3542CA

Page 9 ends

31. F

ORCE MAJEURE CLAUSE (EXPANDED)
Contractor shall not be liable for delays in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes, or government actions. Any deadlines impacted by such events shall be extended proportionally, and Contractor shall be compensated for any additional costs incurred as a result of such delays.

32. A

Executed by Contractor this___________ day of _______________________, 2024.

Docusign Envelope ID: AE5AC0FC-A745-4E2F-B68E-65C7AFBF7FD7 28th October
Nov. 12, 2024
Item #2 Page 570 of 680
Docusign Envelope ID: AE5AC0FC-A745-4E2F-B68E-65C7AFBF7FD7

CONTRACTOR
Enterprise Engineering, Inc., a Maine
corporation
(sign here)
Nicholas J. Homerding , Secretary
(print name/title)
By:
(sign here)
(print name/title)

ATTACHMENT E
PSA25-3542CA
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 J!!:::: dent
ATTEST:

SHERRY FREISINGER, Secretary
By:

Deputy Secretary
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:

CINDIE K. McMAHON. City Attorney
BY: _C.._~--~ __ il. _ ___ _
Assistant General Counsel
Nov. 12,2024

Page 10 ends

Item #2 Page 571 of 680

ATTACHMENT E
PSA25-3542CA

Page 11 ends

EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of electrical engineering tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

E. Emergency Backup Systems:
• Designing and implementing emergency backup power systems. • Specifying backup generators, automatic transfer switches, and UPS systems.

Requests for work not listed above must be contracted under separate agreement.

Docusign Envelope ID: AE5AC0FC-A745-4E2F-B68E-65C7AFBF7FD7 Nov. 12, 2024
Item #2 Page 572 of 680
100

ENGINEERING FEE SCHEDULE

ENGINEERING SERVICES (Designs, studies, evaluations, inspections)

Position Category 2025-2027
Hourly
Billing Rate
Principal in Charge (Nick Homerding) $250.00
Program Manager (Gerry Sanner) $240.00
Project Manager $215.00
Senior Engineer (PE) – (Erson Bolos), (Carl Bassler) $200.00 Engineer III (PE) $190.00
Engineer II (PE) (David In) $165.00
Engineer I (Alexis Garcia) $145.00
Senior Engineering Technician III $180.00
Senior Designer $140.00
Designer (Sergio Cervantes) $130.00
Engineering Technician II $130.00
Junior Engineering Technician I $120.00
Drafter II $120.00
Drafter I $110.00
Technical Writer $125.00
Administrative Assistant $105.00

All labor supplied at straight hourly billing rate shown. No premium charges for overtime work. Special services, such as expert witness, will be as negotiated. Additional equipment and expense charges will be as noted in individual proposals.

Subcontracted services and equipment rentals will be billed at cost plus ten percent (10%).

Automobile travel will be billed at the maximum allowable IRS rate.

Effective: January 1, 2025 Fee Schedule 552

F A L M O U T H , M E 0 4 1 0 5
4 0 0 U S R O U T E 1

N O R T H S U I T E B
2 0 7 . 8 6 9 . 8 0 0 6
A N C H O R A G E , A K 9 9 5 0 3
3 6 0 1 C S T R E E T
S U I T E 6 5 0
9 0 7 . 5 6 3 . 3 8 3 5
H O N O L U L U , H I 9 6 8 1 9
3 3 7 5 K O A P A K A S T .

S U I T E B - 2 3 2
8 0 8 . 2 6 0 . 1 4 8 1
P O W A Y , C A 9 2 0 6 4
1 2 9 7 5 B R O O K P R I N T E R P L .

S U I T E 1 6 0
8 5 8 . 2 2 9 . 4 9 5 4

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Docusign Envelope ID: 6DCAAFE1-6C85-46A7-9 1 FC-C551A 151FD13

MASTER AGREEMENT FOR

ENVIRONMENTAL PLANNING/ STUDIES SERVICES

ENVIRONMENTAL SCIENCE ASSOCIATES

ATTACHMENT F
PSA25-3547CA
THIS AGREEMENT is made and entered into as of the \ ~ day of b-\D\I, , 2024, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Environmental Science Associates, a California corporation , hereinafter referred to as "Contractor."

RECITALS
A. CMWD requires the professional services of a consulting firm that is experienced in environme ntal planning and studies.

B. The professional services are required on a non-exclusive, project-by -project basis.

C. Contractor has the necessary experience in providing professional services and advice related to environmental planning and studies.

D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 24-3430CA 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 Contra ctor 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 term s and conditions.

Contractor's obligat ions with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below) .

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor' s profession practicing in the Metropolitan Southern Californi a area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

3. TERM
The term of this Agreement will be effective for a period of three (3) years from December 1, 2024, through November 30, 2027. The Executive Manager of CMWD ("Executive Manager" ) may amend the Agreement to extend it for two m additional one (.1) year(s) 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 th e extended Agreement .

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ATTACHMENT F
PSA25-3547CA

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5. CO

MPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular projec t being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percenta ge of project complete, completion of specific project tasks or a combination thereof.

6. P

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ATTACHMENT F
PSA25-3547CA

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8. S

9. CO

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ATTACHMENT F
PSA25-3547CA

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11. O

THER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.

13. I

13.1 Co
verages 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 Docusign Envelope ID: 6DCAAFE1-6C85-46A7-91FC-C551A151FD13 Nov. 12, 2024
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ATTACHMENT F
PSA25-3547CA

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The full limits available to the named insured shall also be available and applicable to the City as an additional insured.

13.1 .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.

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

1 3.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.

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

13.3 P
roviding Certificates of Insurance and Endorsements . Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Docusign Envelope ID: 6DCAAFE1-6C85-46A7-91FC-C551A151FD13 Nov. 12, 2024
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ATTACHMENT F
PSA25-3547CA

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may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.

14. 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.

15. 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 four (4) years from the date of final payment under this Agreement.

16. 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.

17. 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.

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

For CMWD: For Contractor:

Name Eleida Felix Yackel Name Sarah Spano
Title Senior Contract Administrator Title Director, Southern California Water Group
Dept Public Works Address 2355 Northside Drive, Suite 100 CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92108
Address 1635 Faraday Avenue Mobile
Carlsbad, CA 92008 Email
310.266.7594
[email protected]
Phone 442-339-2767
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.

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ATTACHMENT F
PSA25-3547CA
Pag e 7 General Counsel Approved 5/22/2024

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 may therefore be subject to requirements to reduce 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 CMWD will reduce such questions, and their respective views, to writing.

23. 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.

CM
WD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.

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ATTACHMENT F
PSA25-3547CA
Pag e 8 General Counsel Approved 5/22/2024

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, 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.

25. 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 City to terminate this Agreement.

26. JURISDICTIONS 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 cou rt 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 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.

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

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ATTACHMENT F
PSA25-3547CA
Pag e 9 General Counsel Approved 5/22/2024

31. 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.

Exe
cuted by Contractor this___________ day of _______________________, 2024.

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Docusign Envelope ID: 6DCAAFE1-6C85--46A7-91FC-C551A151FD1 3

CONTRACTOR
Environmental Science Associates, a California
corporation
By:

By:
(sign here)
Barbra Calantas,
VP, Biology Practice Leader
(print name/title)
(sign here)
(print name/title)

ATTACHMENT F
PSA25-3547CA
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: Kl[t;;: ent
ATTEST:

SHERRY FREISINGER, Secretary
By:

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
BY: &ji,u. f\tm..r-,
Assistant General Counsel

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ATTACHMENT F
PSA25-3547CA

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EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Agency Coordination.

B. Assistance with Environmental Permitting.

C. Biological Monitoring.

D. Cultural Resources & Native American Monitoring.

E. Environmental Compliance Tracking.

F. Environmental Initial Studies / Environmental Documentation. wz G. Habitat enhancement, including invasive species removal.

H. Installation of minor erosion control.

I. Mitigation and Monitoring Plans.

J. Preparation of Technical Studies.

K. Site Surveys.

L. Special Studies.

M. Sustainability Research.

Requests for work not listed above must be contracted under separate agreement.

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1 FEE SCHEDULE
The following presents the titles and hourly billing rates for each team member and other direct and indirect costs. ESA understands that pricing shall remain valid for the three (3) year term of the agreement and that the agreement will not allow for annual adjustments to the rate schedule.

I. Personnel Category Rates
Charges will be made at the Category hourly rates set forth below for time spent on project management, consultation or meetings related to the project, field work, report preparation and review, travel time, etc. Time spent on projects in litigation, in depositions and providing expert testimony will be charged at the Category rate tim es 1.5.

Staff Name/Firm Billing Labor Category Hourly Rate
Sara Dietler, ESA Senior Principal Consultant 1 $297
Terah Donovan, ESA Principal Consultant 5 $373
Jim Prine, ESA Principal Consultant 4 $341
Nick Garrity, PE, ESA Principal Consultant 3 $308
Dan Swenson, ESA Principal Consultant 3 $308
Alan Sako, LEED AP BD+C, ESA Principal Consultant 2 $277 Sarah Spano, ESA Managing Consultant 4 $298
Ashley Gimer, ESA Managing Consultant 3 $372
Ryan Gilmore, ESA Managing Consultant 3 $372
Fatima Clark, ESA Managing Consultant 3 $372
Jaclyn Catino-Davenport, ESA Managing Consultant 2 $246 Janelle Firoozi, ESA Senior Consultant 6 $294
Kari Tsubota, PLA Senior Consultant 4 $247
Stephanie Cadena, ESA Senior Consultant 3 $224
Sonya Vargas. ESA Senior Consultant 2 $199
Jaclyn Anderson, ESA Associate Consultant 6 $237
Haley Ward, ESA Associate Consultant 3 $192
Jack Quinzon, ESA Associate Consultant 3 $192
Subconsultants
Kris Alberts, Blackhawk Environmental Principal Biologist $130 Seth Reimers, Blackhawk Environmental Senior Biologist $118 Clint Linton, Red Tail Environmental Archaeological Principa l Investigator $135 Carmen Mojado, Saving Sacred Sites Archaeological Pr incipal Investigator $85

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ESA 2024 Schedule of Fees
2 (a) The range of rates shown for each staff category reflects ESA staff qualifications, expertise and experience levels. These rate ranges allow our project managers to assemble the best project teams to meet the unique project requirements and client expectations for each opportunity.
(b) From time to time, ESA retains outside professional and t echnical labor on a temporary basis to meet peak workload demands. Such contract labor may be charged at regular Employee Category rates.
(c) ESA reserves the right to revise the Personnel Category Rates periodically to reflect changes in its operating costs.

II. ESA Expenses
A. Travel Expenses

1. Transportation
a. Company vehicle – fixed rate + fee for mileage in excess of 100 miles. b. Common carrier or car rental – actual expense multiplied by 1.15 c. If company vehicle is to be used in off‐road conditions, a daily $15 use fee will be added to the standard daily vehicle rat e.

2. Lodging, meals and related travel expenses – direct expenses multiplied by 1.15 B. Technology and Data Management Fee
Non‐travel expenses incurred for the duration of the agreement for project support but not itemized below. Project labor charges multiplied by 3%. Fee encompasses the following:

1. Ongoing long‐term retention and retrieval, management, and security of project‐related data.

2. Proprietary tools, cloud data services, data science and AI capabi lities as required for project delivery.

C. Cloud‐based Services

ITEM RATE/HOUR RATE/DAY RATE/WEEK RATE/MONTH
Cloud-based Services
Nearmap High Resolution Images $55/image
ArcGIS Online Hosting (Web Maps/Apps) $225
Website Hosting $200
Custom Application & Services Hosting* $300*
Modeling (GeoHECRAS, TUFLOW, Delft3D) + Drone
Processing
$7 $160 $950 $3,900
Aviation Environmental Design Tool (AEDT)
Processing
$13 $190 $1,120 $4,600
*includes support for database, SSL, IT support – costs vary by project. Contact software development services for firm pricing.

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ESA 2024 Schedule of Fees
3 D. Printing/Reproduction Rates
If a weekly or monthly rate is not provided, equipment usage is billed at a daily rate.

ITEM RATE/PAGE SAMPLE PRICING
Black & White – 8.5 x 11 $0.15
Black & White – 11 x 17 $0.30
Color – 8.5 x 11 $0.50
Color – 11 x 17 $0.80
B&W – Plotter (Toner – ECO Quality) $0.50/sf 24x36 B/W CAD drawing would cost $3 per sheet
B&W – Plotter (Toner – Presentation
Quality)
$1.25/sf 24x36 B/W CAD drawing would
cost $7.50 per sheet
Color – Plotter (Inkjet – ECO Quality) $2.50/sf 24x36 Color Drawing would cost $15 per sheet
Color – Plotter (Inkjet – Presentation
Quality)
$5.00/sf 24x36 Color Drawing would cost
$30 per sheet
CD $10.00
Digital Photography $20.00 (up to 50 images)
All Other Items
(including bindings and covers)
At cost plus 10%

III. Subcontracts
Subcontract services will be invoiced at cost multiplied by 1.15.

IV. Other
The fees above do not include sales tax. Any applicable or potential sales tax will be charged when appropriate.

V. Payment Terms
Unless otherwise agreed in writing, ESA will submit invoices on a monthly basis. Any unpaid balances shall draw interest at one and one half percent (1.5%) per month or the highest rate allowed by law, whichever is lower, commencing thirty (30) days after date of invoice. All invoices not contested in w riting within fifteen (15) business days of receipt are deemed accepted by Client as true and accurate and Client thereafter waives any objection to Clients invoices, which are payable in full.

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Docusign Envelope ID: 3989E1 D3-62FD-4DE4-AC3C-FBA4F640BFC9

MASTER AGREEMENT FOR

ENVIRONMENTAL PLANNING/ STUDIES SERVICES
HELIX ENVIRONMENTAL PLANNING, INC.

ATTACHMENT G
PSA25-3548CA
THIS AGREEMENT is made and entered into as of the \ ~ day of t\\ D\I . , 2024, by and between the Carlsbad Municipal Water District , a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and HELIX Environmental Planning, Inc., a California corporation, hereinafter referred to as "Contractor."

RECITALS
A. CMWD requires the professional services of a consulting firm that is experienced in environmental planning and studies.

B. The professional services are required on a non-exclusive, project-by -project basis.

C. Contractor has the necessary experience in providing professional services and advice related to environmental planning and studies.

D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 24-3430CA 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 thi s Agreement' s terms and conditions.

Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below).

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolit an Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

3. TERM
The term of this Agreement will be effective for a period of three (3) years from December 1, 2024, through November 30, 2027. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (.fl additional one (.!) year(s) periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of fund s by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement .

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PSA25-3548CA

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5. CO

MPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular projec t being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percenta ge of project complete, completion of specific project tasks or a combination thereof.

6. P

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ATTACHMENT G
PSA25-3548CA

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8. S

9. CO

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11. O

THER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.

13. I

13.1 Co
verages 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 Docusign Envelope ID: 39B9E1D3-62FD-4DE4-AC3C-FBA4F640BFC9 Nov. 12, 2024
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The full limits available to the named insured shall also be available and applicable to the City as an additional insured.

13.1 .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.

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

1 3.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.

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

13.3 P
roviding Certificates of Insurance and Endorsements . Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Docusign Envelope ID: 39B9E1D3-62FD-4DE4-AC3C-FBA4F640BFC9 Nov. 12, 2024
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PSA25-3548CA

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may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

13.5 Subm ission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.

14. B USINESS 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.

16. O

17. CO

PYRIGHTS
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.

18. N OTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.

For CMWD: For Contractor:

Name Eleida Felix Yackel Name Karl Osmundson
Title Senior Contract Administrator Title Contract Manager/ Project Manager
Dept Public Works Address 703 Palomar Airport Road
CARLSBAD MUNICIPAL WATER DISTRICT Suite 200, Carlsbad, CA 92011 Address 1635 Faraday Avenue Phone 760-517-9060 ext. 611 760-519-5954
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2767
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.

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PSA25-3548CA

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19. G ENERAL 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 ob serve 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.

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

Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.

23. T

CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.

Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either par ty 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 Docusign Envelope ID: 39B9E1D3-62FD-4DE4-AC3C-FBA4F640BFC9 Thirty 30
Nov. 12, 2024
Item #2 Page 594 of 680

ATTACHMENT G
PSA25-3548CA

Page 8 ends

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.

24. CO

VENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

25. CL

26. J

27. S

28. T

HIRD- PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.

29. E NTIRE 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 Docusign Envelope ID: 39B9E1D3-62FD-4DE4-AC3C-FBA4F640BFC9 Nov. 12, 2024
Item #2 Page 595 of 680

ATTACHMENT G
PSA25-3548CA

Page 9 ends

amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.

30. P UBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making paymen ts to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.

31. A

Executed by Contractor this___________ day of _______________________, 2024.

Docusign Envelope ID: 39B9E1D3-62FD-4DE4-AC3C-FBA4F640BFC9 October30th
Nov. 12, 2024
Item #2 Page 596 of 680
Docusign Envelope ID: 39B9E1 D3-62FD-4DE4 -AC3C-FBA4F640BFC9

CONTRACTOR
HELIX Environmental Planning, Inc., a
California corporation
(sign here)
Joanne Dramko ,
Environmental Planning Discipline Leader
(print name/title)
By:
(sign here)
(print name/title)

ATTACHMENT G
PSA25-3548CA
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipa l
Water Act of 1911, and a Subsidiary Distri ct of
:::City ~
Keith Blackburn, President
ATTEST:

SHERRY FREISINGER, Secretary
By:
~
Deputy Secretary
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:

CINDIE K. McMAHON , City Attorney
BY: bt!A.A f\t.rnr-.

Assistant General Counsel
Nov. 12, 2024

Page 10 ends

Item #2 Page 597 of 680

ATTACHMENT G
PSA25-3548CA

Page 11 ends

EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Agency Coordination.

B. Assistance with Environmental Permitting.

C. Biological Monitoring.

D. Cultural Resources & Native American Monitoring.

E. Environmental Compliance Tracking.

F. Environmental Initial Studies / Environmental Documentation. wz G. Habitat enhancement, including invasive species removal.

H. Installation of minor erosion control.

I. Mitigation and Monitoring Plans.

J. Preparation of Technical Studies.

K. Site Surveys.

L. Special Studies.

M. Sustainability Research.

Requests for work not listed above must be contracted under separate agreement.

Docusign Envelope ID: 39B9E1D3-62FD-4DE4-AC3C-FBA4F640BFC9 Nov. 12, 2024
Item #2 Page 598 of 680
RFQ24-3430CA Page 1 of 2

REQUEST FOR QUALIFICATIONS-
DUE DATE 6/17/2024
12 noon PST

MASTER SERVICES AGREMENT FOR CONSULTANTS
ATTACHMENT B—MASTER AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement

HELIX STAFF

NAME TITLE HOURLY RATE

1. Karl Osmundson Principal Biologist $325

2. Joanne Dramko, AICP Principal Planner $325

3. Vanessa Toscano Principal Planner $325

4. Tim Belzman Principal Planner $325

5. Stacie Wilson, RPA Principal Cultural Resources Specialist $325

6. Mary Robbins-Wade, RPA Principal Cultural Resources Specialist $325

7. Thomas Liddicoat Sr. Biology Project Manager III $290

8. Stacy Nigro Principal Biologist $325

9. Victor Ortiz Sr. Air Quality Specialist III $290

10. Martin Rolph Air Quality/Noise Specialist III $165

11. Jafar Al-Khalaf Sr. Noise Specialist I $215

12. Jason Runyan Sr. Environmental Project Manager I $215

13. Hunter Stapp Environmental Project Manager II $180

14. Shelby Bocks Environmental Planner III $155

15. Sydney Wells Environmental Planner I $135

16. Jason Kurnow, QSP, CESSWI Sr. Scientist II $255

17. Katie Duffield Biology Project Manager $180

18. Mandy Mathews Biologist V $180

19. Erica Harris Sr. Scientist II $255

20. Amy Mattson Sr. Scientist I $215

21. Ben Rosenbaum Sr. Biology Project Manager I $215

22. Angelia Bottiani Biologist V $190

23. Matthew Dimson Biologist IV $180

24. Alexander Walsh Biologist IV $180

25. Angelica Grunloh Biologist III $165

26. Miranda Koster Operations Manager $145

27. Catherine A. Wright Cultural Resources Project Manager II $180

28. Teri Delcamp Sr. Architectural Historian $215

29. Nelson White Sr. Architectural Historian $215

30. Julie Roy Sr. Archaeological Field Director $215

31. James Turner, RPA Sr. Archaeologist I $215

32. Mary Villalobos Assistant Archaeological Field Director $105

33. Camille Lill, GISP Sr. GIS Specialist II $255

34. Sean Bohac, GISP Sr. GIS Specialist I $215

35. Pete Tomsovic Sr. Construction Project Manager III $290

36. Justin Fischbeck Principal $325

37. Erik McCracken Sr. Construction Project Manager III $290

38. Linda Garcia Technical Editor $135

39. Ana Topete Word Processor $105
Docusign Envelope ID: 39B9E1D3-62FD-4DE4-AC3C-FBA4F640BFC9 Nov. 12, 2024
Item #2 Page 599 of 680
RFQ24-3430CA Page 2 of 2

REQUEST FOR QUALIFICATIONS-
DUE DATE 6/17/2024
12 noon PST

MASTER SERVICES AGREMENT FOR CONSULTANTS

SUBCONSULTANTS

NAME TITLE HOURLY RATE
Linscott, Law & Greenspan, Engineers

1. John Boarman, PE Principal $298

2. Amelia Giacalone Project Manager $200
Ninyo & Moore

3. Jeffrey Kent, PE, GE Principal Engineer $210

4. Nissa Morton, PG, CEG Sr. Project Geologist $195

5. Nicholas Marinello, CAC, LRC
PM & I/A Sr. Project Environmental Scientist $195
San Diego Natural History Museum

6. Thomas Deméré, Ph.D. Principal Paleontologist $150

7. Katie McComas Project Manager/Report Writer $110

8. Jesse Shelmire Field Supervisor $110

9. Gino Calvano, Evan Martin,
Ross Grundler, Brad Riney,
Pat Sena, John Pfanner,
Todd Ryan, Chris Plouffe,
Amanda Linn, Kesler Randall,
Kirstin Mueller
Field/Laboratory/Curatorial Staff $85 to $91

EXPENSES
DESCRIPTION COST % MARKUP

1. Mileage $0.670 / mile* 10%

2. Copy services $0.08 / page (standard black and white) $0.50 / page (enhanced black and white)
$0.75 / page (color)
10%

3. GPS $25.00 per day / per unit 10%

4. Noise Meter $120.00 per day / per unit 10%
Direct Costs
* The mileage rate will be set annually in accordance with the rate allowed by the IRS.

In addition to those items listed above, other reimbursable expenses associated with each task order will be charged at cost plus ten percent. Examples of direct costs include subconsultants, vehicle or equipment rentals, parking, communications, reproduction, and supplies. A 4-wheel drive premium will be charged at $25.00 per project day. There will be additional charges for plotting, color printing, aerial photographs, and GPS services.

Docusign Envelope ID: 39B9E1D3-62FD-4DE4-AC3C-FBA4F640BFC9 Nov. 12, 2024
Item #2 Page 600 of 680
Docusign Envelope ID: 852FA917-470E-4D4B-A855 -D657C0F19F16

MASTER AGREEMENT FOR FINANCIAL SERVICES
CAROLLO ENGINEERS, INC.

ATTACHMENT H
PSA25-3551CA
THIS AGREEMENT is made and entered into as of the \ ~ day of Nb.). , 2024, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Carollo Engineers, Inc., a Delaware corporation , hereinafter referred to as "Contractor ."

RECITALS
A. CMWD requires the professional services of a consultant experienced in the field of financial services.

B. The professional services are required on a non-exclusive, project -by-project basis.

C. Contractor has the necessary experience in providing professional services and advice related to financial services.

D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 24-3430CA 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 follow s:

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 incorpor ated by thi s reference in accordance with this Agreement's term s and condition s.

Contractor' s obligations with respect to any project granted to Contractor under thi s Agreement will be as specified in the Task Description for the project (see paragraph 5 below).

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

3. TERM
The term of this Agreement will be effe ctive for a period of thre e (3) years from December 1, 2024, through November 30, 2027. The Executive Manager of CMWD ("Executive Manager" ) may amend the Agreement to extend it for two (l) additional one (.!) year(s) 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 indicatin g the effect ive date and length of the extended Agreement.

Page 1 ends

Nov. 12, 2024 Item #2 Page 601 of 680

ATTACHMENT H
PSA25-3551CA

Page 2 ends

5. CO

MPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project b eing considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.

6. P

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ATTACHMENT H
PSA25-3551CA

Page 3 ends

8. S

9. CO

Docusign Envelope ID: 852FA917-470E-4D4B-A855-D657C0F19F16 Nov. 12, 2024
Item #2 Page 603 of 680

ATTACHMENT H
PSA25-3551CA

Page 4 ends

11. O

THER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.

13. I

13.1 Co
verages 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 Docusign Envelope ID: 852FA917-470E-4D4B-A855-D657C0F19F16 Nov. 12, 2024
Item #2 Page 604 of 680

ATTACHMENT H
PSA25-3551CA

Page 5 ends

The full limits available to the named insured shall also be available and applicable to the City as an additional insured.

13.1 .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.

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

1 3.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.

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

13.3 P
roviding Certificates of Insurance and Endorsements . Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Docusign Envelope ID: 852FA917-470E-4D4B-A855-D657C0F19F16 Nov. 12, 2024
Item #2 Page 605 of 680

ATTACHMENT H
PSA25-3551CA

Page 6 ends

may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

13.5 Subm ission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.

14. B USINESS 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.

16. O

17. CO

PYRIGHTS
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.

18. N OTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.

For CMWD: For Contractor:

Name Eleida Felix Yackel Name Alexander Bugbee
Title Senior Contract Administrator Title Project Manager/ Associate Dept Public Works Address 5355 Mira Sorrento Place
Suite 270

CARLSBAD MUNICIPAL WATER

DISTRICT
San Diego, CA 92121
Address 1635 Faraday Avenue Phone 858-505-1020 or 703-341-1112 Mobile: 484-547-6040
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2767
Docusign Envelope ID: 852FA917-470E-4D4B-A855-D657C0F19F16 Nov. 12, 2024
Item #2 Page 606 of 680

ATTACHMENT H
PSA25-3551CA

Page 7 ends

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.

19. G ENERAL 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 ob serve 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.

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

Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.

23. T

CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.

Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either par ty and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it Docusign Envelope ID: 852FA917-470E-4D4B-A855-D657C0F19F16 30thirty
Nov. 12, 2024
Item #2 Page 607 of 680

ATTACHMENT H
PSA25-3551CA

Page 8 ends

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.

24. CO

25. CL

26. J

27. S

28. T

HIRD- PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.

29. E NTIRE 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 Docusign Envelope ID: 852FA917-470E-4D4B-A855-D657C0F19F16 Nov. 12, 2024
Item #2 Page 608 of 680

ATTACHMENT H
PSA25-3551CA

Page 9 ends

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. P UBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making paymen ts to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.

31. A

Executed by Contractor this___________ day of _______________________, 2024.

Docusign Envelope ID: 852FA917-470E-4D4B-A855-D657C0F19F16 october30
Nov. 12, 2024
Item #2 Page 609 of 680
Docusign Envelope ID: 852FA917-470E-4O4B-A855-O657C0F19F16

CONTRACTOR
Carollo Engineers, Inc., a Delaware
corporation
By:
~ lllt.i~
(sign here)
Jeffrey A. Weishaar, Associate Vice President
(print name/title)
By:
(sign here)
(print name/title)

ATTACHMENT H
PSA25-3551CA
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
::•c;fyof ~
Keith Blackburn, President
ATTEST:

SHERRY FREISINGER, Secretary
By:

Deputy Secretary
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 group s:

Group A
Chairman,
President , or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise , the corpora tion 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
BY: &i~ ~--
Assistant General Counsel
Nov. 12,2024

Page 10 ends

Item #2 Page 610 of 680

ATTACHMENT H
PSA25-3551CA

Page 11 ends

EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of financial services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following:

A. Assessment Apportionments.

B. Economic Analysis.

C. Feasibility Studies.

D. Grant and Loan Writing.

E. Grant and Loan Reimbursement/Submission Support.

F. Rate Studies/Cost of Service/Connection Fees/Other Fees.

G. Reimbursement Payment Request Audits.

H. Special District Formation Studies/ Engineering Reports.

Requests for work not listed above must be contracted under separate agreement.

Docusign Envelope ID: 852FA917-470E-4D4B-A855-D657C0F19F16 Nov. 12, 2024
Item #2 Page 611 of 680
ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE (EXAMPLE) Prices valid through Term of Agreement
STAFF

NAME TITLE HOURLY RATE

1. $360

2. $324

3. $266

4. 5.

9. 10.

SUB-CONSULTANTS

NAME/FIRM TITLE HOURLY RATE

1. 2.

3. 9.

10. EXPENSES
DESCRIPTION COST % MARKUP

1. 2.

3. 4.

RFQ24-3430CA

REQUEST FOR QUALIFICATIONS-

MASTER SERVICES AGREMENT FOR CONSULTANTS
22 DUE DATE 6/12/2024
2:00 PM PST
Principal-in-Charge/
Vice President
QA/QC/Associate VP
Jennifer Ivey
Alex Bugbee
Isalah Barnes
Mark Panny
Kim Lightner
Karly Nocera
$266
$240
$184
PM/Principal
Analyst/Associate
PM/Principal
Analyst/Associate
Lead Analyst
Staff Analyst
Docusign Envelope ID: 852FA917-470E-4D4B-A855-D657C0F19F16 Nov. 12, 2024
Item #2 Page 612 of 680
Docusign Envelope ID: C320DF2E -5F85-4355-A404-8O32EF53BF1 F

MASTER AGREEMENT FOR FINANCIAL SERVICES

HOCH CONSULTING, APC

ATTACHMENT I
PSA25-3552CA
THIS AGREEMENT is made and entered into as of the \ 4 day of t\-'1 '()~ . , 2024, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Hoch Consulting, APC, a California corporation, hereinafter referred to as "Contractor ."

RECITALS
A. CMWD requires the professional services of a consultant experienced in the field of financial services.

B. The professional services are required on a non-exclusive, project -by-project basis.

C. Contractor has the necessary experience in providing professional services and advice related to financial services.

D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 24-3430CA and has affirmed its willingness and ability to perform such work.

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

1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services {the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions.

Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below) .

2. . STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

3. TERM
The term of this Agreement will be effective for a period of three (3) years from December 1, 2024, through November 30, 2027. The Executive Manager of CMWD ("Executive Manager" ) may amend the Agreement to extend it for two (l.) additional one (1J year(s) periods or parts thereof . Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation offunds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement .

Page 1 ends

Nov. 12,2024 Item #2 Page 613 of 680

ATTACHMENT I
PSA25-3552CA

Page 2 ends

5. CO

6. P

Docusign Envelope ID: C320DF2E-5F85-4355-A404-8D32EF53BF1F Nov. 12, 2024
Item #2 Page 614 of 680

ATTACHMENT I
PSA25-3552CA

Page 3 ends

8. S

9. CO

Docusign Envelope ID: C320DF2E-5F85-4355-A404-8D32EF53BF1F Nov. 12, 2024
Item #2 Page 615 of 680

ATTACHMENT I
PSA25-3552CA

Page 4 ends

11. O

THER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.

13. I

13.1 Co
verages 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 Docusign Envelope ID: C320DF2E-5F85-4355-A404-8D32EF53BF1F Nov. 12, 2024
Item #2 Page 616 of 680

ATTACHMENT I
PSA25-3552CA

Page 5 ends

The full limits available to the named insured shall also be available and applicable to the City as an additional insured.

13.1 .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.

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

1 3.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.

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

13.3 P
roviding Certificates of Insurance and Endorsements . Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Docusign Envelope ID: C320DF2E-5F85-4355-A404-8D32EF53BF1F Nov. 12, 2024
Item #2 Page 617 of 680

ATTACHMENT I
PSA25-3552CA

Page 6 ends

may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

13.5 Subm ission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.

14. B USINESS 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.

16. O

17. CO

PYRIGHTS
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.

18. N OTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.

For CMWD: For Contractor:

Name Eleida Felix Yackel Name Adam Hoch
Title Senior Contract Administrator Title President
Dept Public Works Address 804 Pier View Way

CARLSBAD MUNICIPAL WATER

DISTRICT
Ste.100
Address 1635 Faraday Avenue Phone 858-431-9767
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2767
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.

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

Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.

23. T

CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.

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25. CL

26. J

27. S

28. T

HIRD- PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.

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31. A

Executed by Contractor this___________ day of _______________________, 2024.

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CONTRACTOR
Hoch Consulting, APC, a California corporation
(sign here}
Adam Hoch, President & Secretary
(print name/title}
By:
(sign here)
(print name/title}

ATTACHMENT I
PSA25-3552CA
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsb
By:

Keith Blackburn, President
ATTEST:

SHERRY FREISINGER, Secretary
By:

Deputy Secretary
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:

CINDIE K. McMAHON, City Attorney
By: &ii.u. fu.wu'IA-
Assistant General Counsel

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EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of financial services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following:

A. Assessment Apportionments.

B. Economic Analysis.

C. Feasibility Studies.

D. Grant and Loan Writing.

E. Grant and Loan Reimbursement/Submission Support.

F. Rate Studies/Cost of Service/Connection Fees/Other Fees.

G. Reimbursement Payment Request Audits.

H. Special District Formation Studies/ Engineering Reports.

Requests for work not listed above must be contracted under separate agreement.

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Rates are in effect until December 31, 2024 and are subject to annual revision thereafter.

RATE SCHEDULE Hoch Consulting
804 Pier View Way, Suite 100
Oceanside, CA 92054
(tel.) 858-431-9767
www.hochconsulting.com
Hoch Consulting Rate Schedule – Adjusted for BAFO 10/07/2024 City of Carlsbad MSA for Consultants No. RFQ24-3430CA
Disciplines 7 – Financial Services
Discipline 13 – Water and Recycled Water Planning
Title Billing Rate ($/hr)
President: $228.00/hr
Director of Engineering: $232.75/hr
Principal Engineer: $223.25/hr
Senior Project Engineer: $199.50/hr
Project Engineer: $175.75/hr
Associate Engineer: $156.75/hr
Staff Engineer: $128.25/hr
Senior Project Designer: $156.75/hr
Project Designer: $161.50/hr
Staff Designer/Drafter: $123.50/hr
Staff Designer/Drafter: $133.00/hr
Director of Construction Services: $228.00/hr
Principal Construction Manager: $190.00/hr
Senior Construction Manager: $166.25/hr
Construction Manager: $152.00/hr
Staff Construction Manager: $137.75/hr
Prevailing Wage Inspector: $156.75/hr
Senior Construction Inspector: $142.50/hr
Construction Inspector: $133.00/hr
Staff Construction Inspector: $123.50/hr
Labor Compliance Manager: $114.00/hr
Labor Compliance Analyst: $85.50/hr
Director of Water Resources: $228.00/hr
Principal Water Resource Specialist: $223.25/hr
Senior Water Resource Specialist: $180.50/hr
Water Resource Specialist: $161.50/hr
Senior GIS Analyst: $152.00/hr
Environmental Compliance Specialist: $114.00/hr
Senior Scheduler: $128.25/hr
Senior Administrative Assistant: $118.75/hr
Administrative Assistant: $85.50/hr
Ambassador: $185.25/hr
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MASTER AGREEMENT FOR

UTILITY LOCATING/ POTHOLING SERVICES
UNDERGROUND SOLUTIONS, INC.

ATTACHMENT J
PSA25-3565CA
THIS AGREEMENT is made and entered into as of the \ Y day of ~ D.\. . 2024. by and between the Carlsbad Municipal Water District. a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Underground Solutions, Inc., a California corporation, hereinafter referred to as "Contractor."

RECITALS
A. CMWD requires the professional services of a consultant experienced in utility locating and potholing services.

B. The professional services are required on a non-exclusive, project -by-project basis.

C. Contractor has the necessary experience in providing professional services and advice related to utility locating potholing services.

D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 24-3430CA and has affi rmed its willingness and ability to perform such work .

NOW, THEREFORE, in consideration of the se recitals and the mutual covenants contain ed herein, CMWD and Contractor agree as follow s:

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 thi s reference in accordance with this Agreement's term s and condition s.

Contractor' s obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below).

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor 's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and experti se.

3. TERM
The term of thi s Agreement will be effective for a period of thre e (3) years from December 1, 2024, through November 30, 2027. The Executive Manager of CMWD ("Executive Manager" ) may amend the Agreement to extend it fo r two (£) additional one (!) year(s) periods or parts thereof . Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and approp riation 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.

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5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($400,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Tas k Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.

If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase . Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three -year term . An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI -U) , as reported by the Bureau of Labor Statistics or

5.0%, whichever is lower. If the CPI -U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement.

6. PREVAILING WAGE RATES
Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to s tate prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement.

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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.

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.

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 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.

9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the CMWD contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements.

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11. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

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 2 782.8, 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.

13. 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 subcon tractors. 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.

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The full limits available to the named insured shall also be available and applicable to the City as an additional insured.

13.1.1 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.

13.1.2 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.

13.1.3 Workers' Compensation and Employer's Liability . Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this.

13.1.4 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.

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

13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.

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

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

13.4 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.

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may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.

14. 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.

15. 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 four (4) years from the date of final payment under this Agreement.

16. 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 subcont ractors 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.

17. 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.

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

For CMWD: For Contractor:

Name Eleida Felix Yackel Name T.C. Mueller
Title Senior Contract Administrator Title V.P. Field Operations Dept Public Works Address 120 N. Andreasen Dr.

CARLSBAD MUNICIPAL WATER DISTRICT Escondido, CA 92029 Address 1635 Faraday Avenue Phone
Mobile
760-294-9449 ext. 103
619-247-1208
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2767
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.

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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.

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 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 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 City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solu tion 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, 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 termi nate 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.

CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.

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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, 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.

25. 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 ack nowledges 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 in formation. 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 City to terminate this Agreement.

27. 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 conse nt of CMWD, 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 CMWD 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.

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30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.

Executed by Contractor this___________ day of _______________________, 2024.

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CONTRACTOR
Underground Solutions, Inc., a California
corporation
(sign here)
Michael Edward Arme , President
(print name/title)
(sign here)
.Adrna N. Perez-Culpeper, Secretary
(print name/title)

ATTACHMENT J
PSA25-3565CA
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 ~
Keit Blackburn,Presi
ATTEST:

SHERRY FREISINGER, Secretary
By:

Deputy Secretary
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:

CINDIE K. McMAHON, City Attorney
BY: ~~ {\un.ria,
Assistant General Counsel

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Carlsbad City CouncilNovember 12, 2024

Carlsbad City Council
November 12, 2024