2024-11-12; City Council; 02; Master Agreements with Consulting Firms to Provide Professional Services — Carlsbad City Council, November 12, 2024 (part 4 of 7)

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 City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its ag ents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontr actors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.

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

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

For City: For Contractor:

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

CITY OF CARLSBAD
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.

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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.

20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lb s. 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 City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended meth od of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to th e 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. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contra ctor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services cont emplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. Ci ty will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.

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

24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,

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percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of informatio n. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its li tigation 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 court of competen t jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.

27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement no r any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.

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

29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.

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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 financ ial responsibility, in connection with participation by another public agency.

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.

Executed by Contractor this___________ day of _______________________, 2024.

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Docusign Envelope ID: 78816538-4F45-4A70-BFA0-A282692049FB

CONTRACTOR
Chen Ryan Associates, Inc., a California
corporation, dba CR Associates
By:
(sign here)
Ross Duenas, Vice President of Operations & CFO
(print name/title)
By:
(sign here)
(print name/title)
PSA25-3559CA
CITY OF CARLSBAD, a municipal corporation of
the State of Californ ia
By:

ATTEST:

SHERRY FREISINGER, City Clerk
By:

Deputy City Clerk
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 certified by the secretary or assistant secretary under corpor at e seal empowering the officer(s) signing to bind the corporation.

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _____ _______ _
Assistant City Attorney

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EXHIBIT A

SCOPE OF SERVICES AND FEES
Perform a variety of traffic engineering related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Traffic Calming Studies/Implementation.

B. Traffic Signal Modification and Design.

C. Traffic Signal Timing and Coordination Plans.

D. Signing and Striping Design.

E. Traffic counts and Data Collection.

F. Intersection Control Evaluation.

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

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p / 16CITY OF CARLSBAD • MASTER SERVICES AGREEMENT FOR CONSULTANTS / NUMBER: RFQ24-3430CA

COST PROPOSAL
CRA P#2024.089

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ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE (TRAFFIC ENGINEERING) Prices valid through Term of Agreement;ĮƌƐƚƚŚƌĞĞǇĞĂƌƐͿ STAFF

NAME TITLE HOURLY RATE

1. Monique Chen, PE Principal II $350.00

2. WŚƵŽŶŐEŐƵǇĞŶ͕W
Senior Engineer III $285.00

3. Jonathan Sanchez, PE Senior Engineer I $245.00

4. Joseph Perez, EIT Associate Engineer II $190.00

5. ƌŝƐƟĂŶĞůŵƵĚĞǌ Associate Engineer I $175.00

6. Jackson Schulz Assistant Engineer II $160.00

7. :ĞƐƵƐDĂƌƟŶĞǌ Assistant Engineer I $150.00

8. Tomo Takahashi, PE Senior Professional II $295.00

9. Jerard Madrigal, PE Professional III $240.00

10. Laura Hernandez, PE Professional I $210.00

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Professional I $210.00

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EXPENSES

DESCRIPTION COST

1. Mileage ƵƌƌĞŶƚZĂƚĞƉĞƌ/Z^

2. ZĞƉƌŽĚƵĐƟŽŶ^ĞƌǀŝĐĞƐ At Cost + 5%

3. /Ŷ,ŽƵƐĞWůŽƫŶŐ;DǇůĂƌͿ $20.00 per D-size sheet

4. /Ŷ,ŽƵƐĞWůŽƫŶŐ;ŽŶĚͿ $10.00 per D-size sheet

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p / 17CITY OF CARLSBAD • MASTER SERVICES AGREEMENT FOR CONSULTANTS / NUMBER: RFQ24-3430CA

COST PROPOSAL
CRA P#2024.089
ADVANTEC Consulting Engineers
1200 Roosevelt | Irvine | CA 92620
T 949.861.4999 F 949.502.5522 www.advantec-usa.com Hourly Rates
Effective January 2024
Classification Rate
Project Director $375 / hour
Senior Project Manager VIII $315 / hour
Senior Project Manager VII $250 / hour
Project Manager/ Senior Engineer VI $220 / hour
Project Manager/ Engineer V-3 $200 / hour
Project Manager/ Engineer V-2 $180 / hour
Project Manager/ Engineer V-1 $160 / hour
Associate Engineer IV $145 / hour
Associate Engineer III $135 / hour
Assistant Engineer II $125 / hour
Assistant Engineer I $110 / hour
Administrative III $140 / hour
Administrative II $120 / hour
Administrative I $100 / hour
Direct Costs
Effective January 2024
Mileage Current Rate per IRS
In House Plotting (Mylar) $20.00 per D-size sheet
In House Plotting (Bond) $10.00 per D-size sheet
Other Direct Costs At Cost + 10% admin

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Docusign Envelope ID: 259C62FA-B5CB-4BA3-9503-CADE156AB134

MASTER AGREEMENT FOR

TRAFFIC ENGINEERING SERVICES

DOKKEN ENGINEERING
Attachment X
PSA25-3558CA
THIS AGREEMENT is made and entered into as of the \ Y day of ~), , 2024, by and between the City of Carlsbad, California, a municipal corporation, hereinafter referred to as "City", and Dokken Engineering, a California corporation, hereinafter referred to as "Contractor. "

RECITALS
A. City requires the professional services of a consulting firm that is experienced in traffic 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 traffic engineering services.

D. Contractor has submitted a proposal to City 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, City and Contractor agree as follows:

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

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 l, 2024, through November 30, 2027. The City 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, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement .

4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task

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Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoid able delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.

5. COMPENSATION
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 projec t-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, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude 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 writte n 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 requ ested 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 state prevailing wage laws. The general prevailing ra t e o f w a g e s , f o r e a c h c r a f t o r t y p e o f w o r k e r needed to execute the contract, shall be those as determined by the Director of In dustrial Relations pursuant to the Section 1770, 1773 and 17 73.1 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 Agreemen t.

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

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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is r equired to create a free web-based Procore user account(s) and utilize web-based training / tutorial s (as needed) to become familiar with the system.

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

It is recommended that the Contractor provid e 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 pr ovide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. 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 e mployee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreemen t will not be considered employees of City for any purposes.

The payment made to Contractor pursuant to the Agreement will be the full and complete compensation t o w h i c h C o n t r a c t o r i s e n t i t l e d . C i t y w i l l n o t m a k e a n y f e d e r a l o r s t a t e t a x w i t h h o l d i n g s o n b e h a l f o f Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.

9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s 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.

10. SUBCONTRA C
TING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the perso ns either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions of persons directly employed by Contractor.

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Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City.

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

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, em ployees and volunteers from and against all claims, damages, losses and expenses incl uding attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Co ntractor, 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 defe nd, 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 Se ction 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 jurisdictio n. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as 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. 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 Co ntractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted an d authorized to do business in the State of California. The insurance carrier is required to have a curren t 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 Nation al Association of Insurance Commissioners (NAIC) latest quarterly listings report.

13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and em ployees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.

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

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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 lim it 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 auto mobile 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' Compens ation will not be required if Contractor has no employees and provides, to City'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. Covera ge 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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.

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 limi ts 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 th e life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.

13.3 Providing Certificates of Insura nce and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obta in or maintain insurance and City 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. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.

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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.

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

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

For City: For Contractor:

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

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;ϴϱϴͿϱϭϰͲϴϯϳϳŵ͗;ϴϱϴͿϮϳϲͲϵϳϮϲ
ŵŐƌĞĞƌΛĚŽŬŬĞŶĞŶŐŝŶĞĞƌŝŶŐ͘ĐŽŵ

Nov. 12, 2024
Item #2 Page 337 of 680
PSA25-3558CA

Page 7 ends

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contra ctor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services cont emplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.

Nov. 12, 2024
Item #2 Page 338 of 680
PSA25-3558CA

Page 8 ends

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

Nov. 12, 2024
Item #2 Page 339 of 680
PSA25-3558CA

Page 9 ends

Executed by Contractor this___________ day of _______________________, 2024.

Nov. 12, 2024
Item #2 Page 340 of 680
Docusign Envelope ID: 259C62FA-B5CB-4BA3-9503-CADE 156AB134

CONTRACTOR
Dokken Engineering, a California corporation
By:

By:
(sign here)
John A. Klemunes. President
(print name/title)
(sign here)
(print name/title)
PSA25-3558CA
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:

Keith Blackburn, Mayor
ATTEST:

SHERRY FREISINGER, City Clerk
By:

Deputy City Clerk
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: ------------Assistant City Attorney

Page 10 ends

Nov. 12,2024 Item #2 Page 341 of 680
PSA25-3558CA

Page 11 ends

EXHIBIT A

SCOPE OF SE

RVICES AND FEES
Perform a vari
ety of traffic engineering related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Traffic Calming Studies/Implementation.

Traffic Signal Modification and Design.

C. Traffic Sign
al Timing and Coordination Plans.

Signing and Striping Design.

E. Traffic coun
ts and Data Collection.

Intersectio
n Control Evaluation.

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

Nov. 12, 2024
Item #2 Page 342 of 680

HOURLY RATE

1. $295.00

2. $405.00

3. $325.00

4. $295.00

5. $255.00

6. $205.00

7. $185.00

8. $160.00

9. $135.00

10. $245.00

11. $160.00

12. $125.00

13. $285.00

14. $215.00

15. $195.00

16. $145.00

17. $115.00

18. $95.00

19. $235.00

20. $195.00

21. $125.00

22. $125.00

23. $95.00

1. ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE (EXAMPLE) Prices valid through Term of Agreement

DOKKEN ENGINEERING

NAME TITLE
Michael Greer, PE, TE Contract/Project Manager
Staff Principal in Charge
Staff QA/QC Manager
Staff Senior Engineer 2
Staff Senior Engineer 1
Staff Associate Engineer 2
Staff Associate Engineer 1
Staff Assistant Engineer 2
Staff Assistant Engineer 1
Staff Senior CAD Manager
Staff CAD/Engineering Technician 2
Staff CAD/Engineering Technician 1
Staff Environmental Manager
Staff Principal Planner
Staff Senior Environmental Planner
Staff Associate Environmental Planner
Staff Environmental Planner
Staff Environmental Technician
Staff Right of Way Manager
Staff Senior Right of Way Agent
Staff Right of Way Agent
Staff Right of Way Appraiser
Staff Right of Way Assistant

SUB-CONSULTANTS
FIRM
VRPA Technologies See attached rate schedule.

Nov. 12, 2024
Item #2 Page 343 of 680
% MARKUP

1. 0%

2. 0%

3. 0%

4. 0%

5. 0%

6. 0%

7. 0%

8. 0%

9. 0%

10. 0%

11. 0%

EXPENSES

DESCRIPTION COST
Outside Reproduction Actual Cost
Permit Fees Actual Cost
Public Notice Advertisements Actual Cost
Postage for Public Notice Advertisements Actual Cost
Record Search Fees / EDR Reports Actual Cost
Room and Equipment Rentals Actual Cost
Appraisals Actual Cost
Appraisal Reviews Actual Cost
Traffic Control Actual Cost
Utility Potholing Actual Cost
Title Reports Actual Cost

Nov. 12, 2024
Item #2 Page 344 of 680
ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE (EXAMPLE) Prices valid through Term of Agreement
STAFF

NAME TITLE HOURLY RATE

1. ƌŝŬZƵĞŚƌ WƌŽũĞĐƚDĂŶĂŐĞƌ $ Ϯϭϰ͘ϰϮ

2. :ĞĨĨ^ƚŝŶĞ PůĂŶŶĞƌ $ϭϰϳ͘Ϯϱ

3. 4.

5. 9.

10. SUB-CONSULTANTS

NAME/FIRM TITLE HOURLY RATE

1. 2.

3. 9.

10. EXPENSES
DESCRIPTION COST % MARKUP

1. Mileage $͘ϲϳ / mile Ϭ%

2. 3.

4. RFQ24-3430CA

REQUEST FOR QUALIFICATIONS-

MASTER SERVICES AGREMENT FOR CONSULTANTS
22 DUE DATE 6/12/2024
2:00 PM PST

Nov. 12, 2024
Item #2 Page 345 of 680
Docusign Envelope ID: F0536342-6C70-4546-9008-56F22B00429A

MASTER AGREEMENT FOR

TRAFFIC ENGINEERING SERVICES
MICHAEL BAKER INTERNATIONAL, INC.

Attachment Y
PSA25-3555CA
THIS AGREEMENT is made and entered into as of the \ '-\ day of ~'OJ, , 2024, by and between the City of Carlsbad, California, a municipal corporation, hereinafter referred to as "City", and Michael Baker International, Inc., a Pennsylvania corporation, hereinafter referred to as "Contractor."

RECITALS
A. City requires the professional services of a consulting firm that is experienced in traffic 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 traffic engineering services.

D. Contractor has submitted a proposal to City 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, City and Contractor agree as follows:

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).

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 City Manager may amend the Agreement to extend it for two (I) additional one(!) year(s) periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.

Page 1 ends

Nov. 12,2024 Item #2 Page 346 of 680
PSA25-3555CA

Page 2 ends

Nov. 12, 2024
Item #2 Page 347 of 680
PSA25-3555CA

Page 3 ends

The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.

Nov. 12, 2024
Item #2 Page 348 of 680
PSA25-3555CA

Page 4 ends

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

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

Nov. 12, 2024
Item #2 Page 349 of 680
PSA25-3555CA

Page 5 ends

13.1.2 Automobile Liability. (If the use of an auto mobile 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:

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

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

13.3 Providing Certificates of Insura nce and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

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

Nov. 12, 2024
Item #2 Page 350 of 680
PSA25-3555CA

Page 6 ends

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.

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

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

For City: For Contractor:

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

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͕d

WƌŽũĞĐƚDĂŶĂŐĞƌ
ϱϬϱϬǀĞŶŝĚĂ
ŶĐŝŶĂƐ͕^ƵŝƚĞϮϲϬ
ĂƌůƐďĂĚ͕ϵϮϬϬϴ
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ƌǇĂŶ͘ǌĞůůĞƌƐΛŵďĂŬĞƌŝŶƚů͘ĐŽŵ

Nov. 12, 2024
Item #2 Page 351 of 680
PSA25-3555CA

Page 7 ends

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contra ctor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services cont emplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.

Nov. 12, 2024
Item #2 Page 352 of 680
PSA25-3555CA

Page 8 ends

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

Nov. 12, 2024
Item #2 Page 353 of 680
PSA25-3555CA

Page 9 ends

Executed by Contractor this___________ day of _______________________, 2024.

Nov. 12, 2024
Item #2 Page 354 of 680
Docusign Envelope ID: F0536342-6C7D-4546-9D08-56F22B0D429A

CONTRACTOR
Michael Baker International, Inc., a
Pennsylvania corporation
By:
{sign here)
Joanne Tyler, Associate Vice President
(print name/t itle)
{sign here)
Timothy Thiele, Vice President,
Office Fxewtive and Assistant Secretary
(print name/title)
PSA25-3SSSCA
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:
t
Keith Blackburn, Mayor
ATTEST:

SHERRY FREISINGER, City Clerk
By:

Deputy City Clerk
Proper notarial acknowledgment of execution by Contractor must be attached. If a corpora t ion, 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: ____________ _
Assistant City Attorney

Page 10 ends

Nov. 12,2024 Item #2 Page 355 of 680
PSA25-3555CA

Page 11 ends

EXHIBIT A

SCOPE OF SE

RVICES AND FEES
Perform a vari
ety of traffic engineering related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Traffic Calming Studies/Implementation.

Traffic Signal Modification and Design.

C. Traffic Sign
al Timing and Coordination Plans.

Signing and Striping Design.

E. Traffic coun
ts and Data Collection.

Intersectio
n Control Evaluation.

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

Nov. 12, 2024
Item #2 Page 356 of 680
MICHAEL BAKER INTERNATIONAL ▬ CITY OF CARLSBAD ▬ RFQ24-3430CA

HOURLY RATES
Pricing shall remain ﬁrm for the three (3) year term of the Agreement.

Name Title Role Hourly
Rate
Ryan Zellers, PE, TE Traﬃc and Civil Engineer Contract Manager $320 Jacob Swim, TE Transportation Planner Traﬃc Studies Task Order Manager $180 Geoﬀ Retemeyer, PE Traﬃc and Civil Engineer Traﬃc Engineering Design Task Order Manager $210 Samantha Lathrop Traﬃc Engineering Associate Signing and Striping $150 Rachel Fabian Planning Associate Traﬃc Calming Studies/Implementation; Traﬃc Counts and Data Collection
$130
Robert Davis Project Manager ICE Evaluation $210
Jordan Gray, PE Civil Engineer Traﬃc Calming Studies/ ICE Evaluation $180 John Dompor Civil Associate Traﬃc Signal Modiﬁcation and Design $150 Kat Frankowski, EIT Civil Associate Traﬃc Signal Modiﬁcation and Design; Signing and Striping Design
$130
Marc Violett, PE, TE Senior Engineer Signal Timing and Coordination Plans $225 Smitha Kundur, PE,
PTOE
Project Manager Signal Timing and Coordiantion Plans $210 TBD Design Technician $115
TBD Engineering Aid/Planning Aid $110
Andy Taylor Oﬃce Support/Clerical $75

EXPENSES
Description Cost % Markup
Mileage At the IRS approved rate N/A
Copy Services At cost 10%
CITY OF CARLSBAD ▬ MASTER SERVICES AGREEMENT FOR CONSULTANTS ▬ CATEGORY 9: TRAFFIC ENGINEERING

Nov. 12, 2024
Item #2 Page 357 of 680
Docusign Envelope ID: E7DE2EFB-85D3-4001-A3F6-54E50D57D266

MASTER AGREEMENT FOR

TRAFFIC ENGINEERING SERVICES
GLENN A. RICK ENGINEERING AND DEVELOPMENT CO.

Attachment Z
PSA25-3556CA
THIS AGREEMENT is made and entered into as of the \ i day of N O\l • , 2024, by and between the City of Carlsbad, California, a municipal corporation , hereinafter referred to as "City", and Glenn A. Rick Engineering and Development Co., a California corporation, hereinafter referred to as "Contractor."

RECITALS
A. City requires the professional services of a consulting firm that is experienced in traffic 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 traffic engineering services.

D. Contractor has submitted a proposal to City 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, City and Contractor agree as follows:

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).

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 City Manager may amend the Agreement to extend it for two (I) additional one (.!) year(s) periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor 's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.

Page 1 ends

Nov. 12,2024 Item #2 Page 358 of 680
PSA25-3556CA

Page 2 ends

5. COMPENSATION
The cumulative total for all projects allowed pursua nt to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a projec t-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibi t “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude 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. 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 state prevailing wage laws. The general prevailing r a t e o f w a g e s , f o r e a c h c r a f t o r t y p e o f w o r k e r needed to execute the contract, shall be those as determined by the Director of In dustrial 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 records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.

Page 3 ends

It is recommended that the Contractor provid e 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 with the Procore App installed to at least one on-site individual to pr ovide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. 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.

9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s 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.

10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the perso ns either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions of persons directly employed by Contractor.

Nov. 12, 2024
Item #2 Page 360 of 680
PSA25-3556CA

Page 4 ends

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

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses in cluding 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 employ ed by any of them or anyone for whose acts any of them may be liable.

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 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.

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

Nov. 12, 2024
Item #2 Page 361 of 680
PSA25-3556CA

Page 5 ends

13.1.2 Automobile Liability. (If the use of an auto mobile 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:

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

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

13.3 Providing Certificates of Insura nce and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

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

Nov. 12, 2024
Item #2 Page 362 of 680
PSA25-3556CA

Page 6 ends

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.

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

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

For City: For Contractor:

Name Eleida Felix Yackel Name Mark D͘Jugar, PE, TE, PTOE Title Senior Contract Administrator Title ƐƐŝƐƚĂŶƚsŝĐĞWƌĞƐŝĚĞŶƚ Dept Public Works Address 5620 Friars Road
CITY OF CARLSBAD San Diego, CA 92110
Address 1635 Faraday Avenue Phone 619-291-0707 ext. 1535 M: 619-977-6537
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.

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.

Nov. 12, 2024
Item #2 Page 363 of 680
PSA25-3556CA

Page 7 ends

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contra ctor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services cont emplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. Ci ty will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreem ent completed. Based upon that finding City will determine the final payment of the Agreement.

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

Page 8 ends

not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of informatio n. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

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

Page 9 ends

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 financ ial responsibility, in connection with participation by another public agency.

Executed by Contractor this___________ day of _______________________, 2024.

Nov. 12, 2024
Item #2 Page 366 of 680
Docusign Envelope ID: E7DE2EFB-85O3-4001-A3F6-54E50O57O266

CONTRACTOR
Glenn A. Rick Engineering and Development
Co., a California corporation
By:
(sign here)
Mark M. Jugar, Assistant Vice President
(print name/title)
(sign here)
Timothy W. Gabrielson, Vice President,
R.O.O., & Corporate Secretary
(print name/title)
PSA25-3556CA
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:

ATTEST:

SHERRY FREISINGER, City Clerk
By:

Deputy City Clerk
Proper notarial acknowledgment of execution by Contractor must be attached . If a corporat ion, 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
bilA.4. fu.m.r~
BY: _________ _ __ _
Assistant City Attorney

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Nov. 12, 2024 Item #2 Page 367 of 680
PSA25-3556CA

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EXHIBIT A

SCOPE OF SE

RVICES AND FEES
Perform a vari
ety of traffic engineering related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Traffic Calming Studies/Implementation.

Traffic Signal Modification and Design.

C. Traffic Sign
al Timing and Coordination Plans.

Signing and Striping Design.

E. Traffic coun
ts and Data Collection.

Intersectio
n Control Evaluation.

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

Nov. 12, 2024
Item #2 Page 368 of 680
1 Since this solicitation is for As-Needed/On-Call services the fee schedules provide hourly rates for positions. At the Task Order stage, hourly rates and position will be provided for each team member. rovide hourly
each team m
Hourly Rates – California Offices
March 1, 2024 – August 30, 2024
_____________________________________________________________________________________________________________________________________ Rates subject to change for prevailing wage contracts.

When authorized, overtime shall be charged at the listed rates times 1.5.

Unless otherwise agreed upon, we shall charge for printing, reproduction, deliveries, transportation, and other expenses.

A fifteen (15) percent fee for administration, coordination and handling will be added to all subcontracted services.

Page xx of xx
Principal Consultant (Special Projects) .............................. $300.00 Principal .............................................................................. 290.00 Associate Principal .............................................................. 270.00 Associate/Manager ............................................................. 250.00 Expert Witness ..................................................................... 450.00 Court Appearance per half day or part............................... 1,800.00 Senior Project Manager/Engineering Manager ................. $ 245.00 Principal Project Engineer/Manager .................................... 230.00 Associate Project Engineer/Manager ................................... 205.00 Assistant Project Engineer/Manager .................................... 190.00 Principal Engineering Designer ........................................... 170.00 Associate Engineering Designer .......................................... 150.00 Assistant Engineering Designer .......................................... 135.00 Principal Engineering Drafter ............................................. 130.00 Associate Engineering Drafter ............................................ 120.00 Assistant Engineering Drafter ............................................ 110.00 Senior Technical Manager .................................................. 195.00 Senior Transportation/Traffic Engineer ............................. $ 240.00 Principal Transportation/Traffic Engineer ........................... 230.00 Associate Transportation/Traffic Engineer .......................... 205.00 Assistant Transportation/Traffic Engineer ........................... 190.00 Principal Transportation/Traffic Designer ........................... 170.00 Associate Transportation/Traffic Designer .......................... 150.00 Assistant Transportation/Traffic Designer .......................... 135.00 Principal Planner II ............................................................ $ 220.00 Principal Planner I .............................................................. 205.00 Senior Planner II .................................................................. 190.00 Senior Planner I ................................................................... 180.00 Associate Planner ............................................................... 160.00 Assistant Planner ................................................................ 140.00 Planning Technician ........................................................... 120.00 Principal Project Landscape Architect/Manager .............. $ 205.00 Associate Project Landscape Architect/Manager .............. 185.00 Assistant Project Landscape Architect/Manager ............... 165.00 Principal Landscape/Urban Designer ................................. 140.00 Associate Landscape/Urban Designer ............................... 130.00 Assistant Landscape/Urban Designer ................................ 115.00 Director of Environmental Planning Services .................. $ 245.00 Principal Environmental Project Manager .......................... 210.00 Associate Environmental Project Manager ....................... 195.00 Assistant Environmental Project Manager ....................... 180.00 Principal Environmental Planner/Analyst ........................ 165.00 Associate Environmental Planner/Analyst ....................... 145.00 Assistant Environmental Planner/Analyst .......................... 125.00 Environmental Technician .................................................. 110.00 Principal Water Resources Engineer/Manager .................. $ 235.00 Principal Water Resources Designer ................................... 170.00 Associate Water Resources Designer .................................. 150.00 Assistant Water Resources Designer .................................. 135.00 Principal Stormwater Project Manager ............................. $ 200.00 Associate Stormwater Project Manager .............................. 185.00 Assistant Stormwater Project Manager ............................. 165.00 Principal Stormwater Specialist ........................................ 145.00 Associate Stormwater Specialist ....................................... 135.00 Assistant Stormwater Specialist ........................................ 120.00 GIS Manager ..................................................................... $200.00 GIS Asset Manager .............................................................. 195.00 GIS Programmer ................................................................ 170.00 Principal GIS Project Manager .......................................... 190.00 Associate GIS Project Manager ........................................... 175.00 Assistant GIS Project Manager .......................................... 160.00 Principal GIS Analyst ........................................................ 150.00 Associate GIS Analyst ....................................................... 140.00 Assistant GIS Analyst ........................................................ 125.00 Graphics Designer .............................................................. 145.00 CAD Manager ..................................................................... 180.00
Field Supervisor ............................................................... $ 220.00 One-person Survey Party ................................................... 180.00 One-person Survey Party with Robotics ............................ 230.00 Two-person Survey Party ................................................... 280.00 Three-person Survey Party ................................................ 380.00 3D Laser Scanning Crew (One-Person) ............................ $ 210.00 3D Laser Scanning Crew (Two Person) ............................. 310.00 Principal 3D Laser Scanning Project Manager ................. $ 200.00 Associate 3D Laser Scanning Project Manager .................. 175.00 Assistant 3D Laser Scanning Project Manager ................... 165.00 Principal 3D Laser Scanning Specialist .............................. 145.00 Associate 3D Laser Scanning Specialist ............................. 135.00 Assistant 3D Laser Scanning Specialist .............................. 125.00 Principal 3D Laser Scanning Technician ............................. 115.00 Associate 3D Laser Scanning Technician ........................... 105.00 Assistant 3D Laser Scanning Technician .............................. 95.00 Photogrammetry Supervisor .............................................. $185.00 Principal Photogrammetrist ............................................... 160.00 Associate Photogrammetrist ............................................... 130.00 Assistant Photogrammetrist ................................................ 120.00 Principal Survey Analyst ................................................... $195.00 Associate Survey Analyst ................................................... 160.00 Assistant Survey Analyst ..................................................... 130.00 Associate Project Administrator ....................................... $ 100.00 Assistant Project Administrator ............................................ 80.00 Administrative Assistant/Manager........................................ 85.00

Nov. 12, 2024
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2 21636 North Dietz Drive, Maricopa, Arizona 85138 520.316.6745 fdsaz.com– veracity.pro 31894 Whitetail Ln., Temecula, CA 92592 619.677.6542 AR
IZONA - CALIFORNIA – HAWAII – NEVADA – NEW MEXICO
Standard Hourly Rate Sheet
Personnel Job Description Billing Rate
Sharon Morris Project Manager $ 94.00
Adam Barry Field Tech II $ 50.00
Jon McCreadie Field Tech II $ 50.00
Aaron Barry Field Tech II $ 50.00
Robin Fatone Field Tech I $ 48.00

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Docusign Envelope ID: 97BC3F18-55AF-4O62-B913-B56777103859

MASTER AGREEMENT FOR

TRAFFIC ENGINEERING SERVICES
STC TRAFFIC, INC.

Attachment AA
PSA25-3557CA
THIS AGREEMENT is made and entered into as of the \ ::\ day of N oJ · , 2024, by and between the City of Carlsbad, California, a municipal corporation, hereinafter referred to as "City", and STC Traffic, Inc., a California corporation, hereinafter referred to as "Contractor."

RECITALS
A. City requires the professional services of a consulting firm that is experienced in traffic 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 traffic engineering services.

D. Contractor has submitted a proposal to City 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, City and Contractor agree as follows:

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).

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 City Manager may amend the Agreement to extend it for two (I) additional one(!) year(s) periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's perfo rmance, City needs, and approp riation of fund s by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.

4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten {10) days after receipt of notification to proceed by City and be completed within the tim e specified in the Task

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Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.

5. COMPENSATION
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, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.

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. 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.

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.

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 Docusign Envelope ID: 97BC3F18-55AF-4D62-B913-B56777103859 Nov. 12, 2024
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dynamic by improving information flow, reducing non- productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web- based Procore user account(s) and utilize web -based training / tutorials (as needed) to become familiar with the system.

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

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

8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes.

The p
ayment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contra ctor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.

10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.

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Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City.

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

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City) , indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including 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 C
ontractor’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 p
arties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as 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. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes th at any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.

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

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

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

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

13.4 Failure to Maintain Coverage . If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

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

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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 City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, do
cuments, 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 City. 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 City. 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 City and Contractor relinquishes all claims to the copyrights in favor of City.

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

For City: For Contractor:

Name Eleida Felix Yackel Name Jason Stack
Title Senior Contract Administrator Title TE, PTOE, President Dept Public Works Address 5865 Avenida Encinas, Suite 142-B CITY OF CARLSBAD Carlsbad, CA 92008
Address 1635 Faraday Avenue Phone 760-602-4290
Carlsbad, CA 92008 Email 714-315-4640
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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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.

20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles 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.

Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to Cit
y at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.

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

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25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

26. 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 court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.

27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.

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

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, Docusign Envelope ID: 97BC3F18-55AF-4D62-B913-B56777103859 Nov. 12, 2024
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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.

Exe
cuted by Contractor this___________ day of _______________________, 2024.

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CONTRACTOR
STC Traffic, Inc., a California corporation
(sign here)
Jason Stack, President
(print name/title)
(sign here)
Mary (Sandra) Sass, CFO
(print name/title)
PSA25-3557CA
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:
~ ayor
ATTEST:

SHERRY FREISINGER, City Clerk
By:

Deputy City Clerk
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 empoweri ng the officer(s) signing to bind the corporation .

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: bll.U. l\twu-A.

Assistant City Attorney

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PSA25-3557CA
Pag e 11 City Attorney Approved Version 5/22/2024

EXHIBIT A

SCOPE OF SERVICES AND FEES
Pe
rform a variety of traffic engineering related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Tra
ffic Calming Studies/Implementation.

B. Traffic Signal Modification and Design.

C. Traffic Signal Timing and Coordination Plans.

D. Signing and Striping Design.

E. Traffic counts and Data Collection.

F. Intersection Control Evaluation.

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

Docusign Envelope ID: 97BC3F18-55AF-4D62-B913-B56777103859 Nov. 12, 2024
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Docusign Envelope ID: 97BC3F18-55AF-4D62-B913-B56777103859 Nov. 12, 2024
Item #2 Page 382 of 680
Docusign Envelope ID: 97BC3F18-55AF-4D62-B913-B56777103859 Nov. 12, 2024
Item #2 Page 383 of 680
Docusign Envelope ID: 25502025-887E-46D2-928C-E093238 2D94D

MASTER AGREEMENT FOR

TRANSPORTATION PLANNING SERVICES
CHEN RYAN ASSOCIATES, INC., dba CR ASSOCIATES
Attachment AB
PSA25-3561CA
~ HIS AGREEMENT is made and entered into as of the \ '::\ day of rN 1 , 2024, by and between the City of Carlsbad, California, a municipal corporation, hereinafter referred to as "City", and Chen Ryan Associates, Inc., a California corporation , dba CR Associates, hereinafter referred to as "Contractor."

RECITALS
A. City requires the professional services of a consulting firm that is experienced in transportation planning 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 transportation planning services.

D. Contractor has submitted a proposal to City 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, City and Contractor agree as follows:

1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by thi s reference in accordance with this Agreement's term s 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 profe ssion practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment whi le 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 City Manager may amend the Agreement to extend it for two (I) additional one(.!) year(s) periods or parts thereof. Exten sions will be based upon a satisfactory review of Contractor' s performance, City needs, and appropr iation of funds by the City Council. The parties will prepare a written amendment indicating the effect ive date and length of the extended Agreement.

4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notifi cation to proceed by City and be completed within the time specified in the Task

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5. COMPENSATION
The cumulative total for all projects allowed pursua nt to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a projec t-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibi t “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude 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. 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 state prevailing wage laws. The general prevailing r a t e o f w a g e s , f o r e a c h c r a f t o r t y p e o f w o r k e r needed to execute the contract, shall be those as determined by the Director of In dustrial 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 records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.

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

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses in cluding 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 employ ed by any of them or anyone for whose acts any of them may be liable.

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 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.

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

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PSA25-3561CA

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13.1.2 Automobile Liability. (If the use of an auto mobile 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:

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

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

13.3 Providing Certificates of Insura nce and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

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

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PSA25-3561CA

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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.

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

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

For City: For Contractor:

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

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.
ŶĚƌĞǁWƌĞƐĐŽƚƚ
^ĞŶŝŽƌdƌĂŶƐƉŽƌƚĂƚŝŽŶWůĂŶŶĞƌͬWD
ϯϵϬϬ&ŝĨƚŚǀĞŶƵĞ͕^ƵŝƚĞϯϭϬϬ
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ĂƉƌĞƐĐŽƚƚΛĐƌĂŵŽďŝůŝƚǇ͘ĐŽŵ

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contra ctor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services cont emplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.

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PSA25-3561CA

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25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set fo rth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a pu blic entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of informatio n. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its liti gation costs, including at torney's fees. Contra ctor 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.

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

29. ENTIRE AGRE
EMENT
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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PSA25-3561CA

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31. AUTHORITY
The individuals executing this Agreement and the instr uments 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.

Nov. 12, 2024
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Docusign Envelope 10: 25502025-887E-46O2-928C-E0932382O94O

CONTRACTOR
Chen Ryan Associates, Inc., a California
corporation, dba CR Associates
By
A¼.u~J ~
\ .)1611 ll\,,.l 'e)
Monique J. Chen, President
(print name/t itle)
1sign here)
Ross Duenas, CFO
(print name/title)
PSA25-3561CA
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:

Keith Blackburn, Mayor
ATTEST:

SHERRY FREISINGER, City Clerk
By:

Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasure r
Otherwise , the corporation must attach a resolution cert ifi ed by the secretary or assistant secretary under corporate seal empowering the officer(s) signing t o bind the corporation .

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
,......,..,,..,,.,,., ..... ty Attorney

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PSA25-3561CA

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EXHIBIT A

SCOPE OF SE

RVICES AND FEES
Perform a variety of tran
sportation planning rela ted tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Transportation impact analysis study preparation and review.

Environmental impact re
port review.

Active Tran
sportation and Safety Plans/Study/Design.

Livable and Complet
e Street Policies/Programs/Design.

E. Safe Routes to School.

Transportation Dema
nd Management.

Multi-modal transportation data colle
ction, analysis and monitoring.

Micromobility and transit planning.

I. Emerging mobility te
chnologies.

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

Nov. 12, 2024
Item #2 Page 394 of 680
p / 18CITY OF CARLSBAD • MASTER SERVICES AGREEMENT FOR CONSULTANTS / NUMBER: RFQ24-3430CA

COST PROPOSAL
CRA P#2024.089

10. Transportation Planning
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE (TRANSPORTATION PLANNING) Prices valid through Term of Agreement ;ĮƌƐƚƚŚƌĞĞǇĞĂƌƐͿ STAFF

NAME TITLE HOURLY RATE

1. dŽŶǇDĞŶĚŽǌĂ Principal III $415.00

2. DŽŶŝƋƵĞŚĞŶ͕W
Principal II $350.00

3. :ĞŶŶǇŶ͕>

'ƌĞĞŶ͕
Z͕>/͕W& Senior Planner III $270.00

4. DĂƩŚĞǁWĂƌƌĞŶƚ͕/W Senior Planner II $245.00

5. ŶĚƌĞǁWƌĞƐĐŽƩ͕/W Senior Planner I $215.00

6. ^ĂƐŚĂ:ŽǀĂŶŽǀŝĐ͕/W Senior Planner I $215.00

7. ĂƚĂůůĂŐŚĂŶ͕/W Associate Planner III $200.00

8. ŶĂ'ĂƌĂƚĞ Assistant Planner II $160.00

9. ƌŝĐ^ŝŶĚĞů Assistant Planner II $160.00

10. ŶŶĂďĞů'ƌĞĂůŝƐŚ Assistant Planner I $145.00

11. WŚƵŽŶŐEŐƵǇĞŶ͕W
^ĞŶŝŽƌ
ŶŐŝŶĞĞƌ/// $285.00

12. :ŽŶĂƚŚĂŶ^ĂŶĐŚĞǌ͕W
^ĞŶŝŽƌ
ŶŐŝŶĞĞƌ/ $245.00

13. :ŽƐĞƉŚWĞƌĞǌ͕
/d ƐƐŽĐŝĂƚĞ
ŶŐŝŶĞĞƌ// $190.00

14. ƌŝƐƟĂŶĞůŵƵĚĞǌ ƐƐŽĐŝĂƚĞ
ŶŐŝŶĞĞƌ/ $175.00

15. ^ĐŽƩĂƌƚǁƌŝŐŚƚ͕W
Senior Professional II $295.00

16. ZŽďĞƌƚŽZƵŝǌ-^ĂůĂƐ͕W
Senior Professional I $265.00

17. &ŽƌƌĞƐƚĂŬĞƌ͕W
Professional II $225.00

18. ,ĂŝůĞǇdǇƐŽŶ͕W
Professional I $210.00

EXPENSES

DESCRIPTION COST

1. DŝůĞĂŐĞ ƵƌƌĞŶƚZĂƚĞƉĞƌ/Z^

2. ZĞƉƌŽĚƵĐƟŽŶ Services ƚŽƐƚ + 5%

3. /Ŷ,ŽƵƐĞWůŽƫŶŐ;DǇůĂƌͿ ΨϮϬ͘ϬϬƉĞƌ-ƐŝǌĞƐŚĞĞƚ

4. In ,ŽƵƐĞWůŽƫŶŐ;ŽŶĚͿ ΨϭϬ͘ϬϬƉĞƌ -ƐŝǌĞƐŚĞĞƚ

10. Transportation Planning

Nov. 12, 2024
Item #2 Page 395 of 680
Docusign Envelope ID: 454B06B9-C93A-4595-AEBA-1 40378251CAE

MASTER AGREEMENT FOR

TRANSPORTATION PLANNING SERVICES

FEHR & PEERS

ATTACHMENT AC
PSA25-3563CA
THIS AGREEMENT is made and entered into as of the \ L\- day of ND~ • , 2024, by and between the City of Carlsbad, California, a municipal corporat ion, hereinafter referred to as "City", and Fehr & Peers, a California corporation, hereinafter referred to as "Contractor."

RECITALS
A. City requires the professional services of a consulting firm that is experienced in transportation planning 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 transportation planning services.

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

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

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

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 City 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, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.

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ATTACHMENT AC
PSA25-3563CA

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Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City 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, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.

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.

7. CO

NSTRUCTION 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 Docusign Envelope ID: 454B06B9-C93A-4595-AEBA-140378251CAE Nov. 12, 2024
Item #2 Page 397 of 680

ATTACHMENT AC
PSA25-3563CA

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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 City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes.

The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contra ctor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.

9. CO

NTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s 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.

10. S UBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.

Docusign Envelope ID: 454B06B9-C93A-4595-AEBA-140378251CAE Nov. 12, 2024
Item #2 Page 398 of 680

ATTACHMENT AC
PSA25-3563CA

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11. O

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

12. IN DEMNIFICATION
Contractor agrees to defend (with counsel approved by the City) , indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including 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.

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 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 th at any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.

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

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Item #2 Page 399 of 680

ATTACHMENT AC
PSA25-3563CA

Page 5 ends

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

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

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

13.4 Fa ilure to Maintain Coverage . If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.

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

Docusign Envelope ID: 454B06B9-C93A-4595-AEBA-140378251CAE Nov. 12, 2024
Item #2 Page 400 of 680

ATTACHMENT AC
PSA25-3563CA
Pag e 6 City Attorney Approved Version 5/22/2024

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 City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, do
cuments, 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 City. 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 City. 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 City and Contractor relinquishes all claims to the copyrights in favor of City.

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

For City: For Contractor:

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

Katy Cole, PE, Project Manager
Project Manager
555 West Beech Street, Suite 302
San Diego, CA 92101
619-234-3190
[email protected]
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Item #2 Page 401 of 680

ATTACHMENT AC
PSA25-3563CA
Pag e 7 City Attorney Approved Version 5/22/2024
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.

20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles 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.

Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the d isputes 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. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to Cit
y at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.

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

ATTACHMENT AC
PSA25-3563CA
Pag e 8 City Attorney Approved Version 5/22/2024
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

26. 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 court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.

27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.

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

ATTACHMENT AC
PSA25-3563CA
Pag e 9 City Attorney Approved Version 5/22/2024
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.

Exe
cuted by Contractor this___________ day of _______________________, 2024.

Docusign Envelope ID: 454B06B9-C93A-4595-AEBA-140378251CAE 1st November
Nov. 12, 2024
Item #2 Page 404 of 680
Docusign Envelope ID: 45480689-C93A-4595-AEBA-140378251CAE

ATTACHMENT AC
PSA25-3563CA
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of Fehr & Peers, a California corporation the State of California By s.,.J., ~ f;,o,,-J_ {J,.,;r Ii!, Qin.d-w By J ~
(sign here)eithfilackburn , Mayor
Sarah Brandenberg, Board Chair & Director
(print name/title)
By:

ATTEST:

SHERRY FREISINGER, City Clerk
{hisli~ sluu)s, Surtl~ Sk Vindor
(sign here) By:

Christine Shields, Secretary & Director Deputy City Clerk (print name/title)
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:btl,U. A-un,.r~
Assistant City Attorney

Page 10 ends

Nov. 12,2024 Item #2 Page 405 of 680

ATTACHMENT AC
PSA25-3563CA

Page 11 ends

EXHIBIT A

SCOPE OF SERVICES AND FEES

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

A. Transportation impact analysis study preparation and review.

B. Environmental impact report review.

C. Active Transportation and Safety Plans/Study/Design.

D. Livable and Complete Street Policies/Programs/Design.

E. Safe Routes to School.

F. Transportation Demand Management.

G. Multi-modal transportation data collection, analysis and monitoring.

H. Micromobility and transit planning.

I. Emerging mobility technologies.

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

Docusign Envelope ID: 454B06B9-C93A-4595-AEBA-140378251CAE Nov. 12, 2024
Item #2 Page 406 of 680
Master Services Agreement Rate Schedule
Discipline 10: Transportation Planning
RFQ24-3430CA
Fehr & Peers Rate Schedule
STAFF
Name Title Hourly Rate
1 Katy Cole, PE Principal $330
2 Sohrab Rashid, TE Principal $340
3 Claude Strayer, PE Principal $310
4 Chelsea Richer, AICP Principal $310
5 Spencer Reed, PE Senior Associate $285
6 Kendra Rowley, PE Associate $265
7 Jeremiah LaRose, AICP Associate $275
8 Angelica Rocha, AICP Senior Engineer/Planner $225
9 Shane Russell Senior Engineer/Planner $210
10 Andrew Scher Senior Engineer/Planner $215
11 Emily Turner Senior Engineer/Planner $205
12 Kellie Dugdale Senior Engineer/Planner $205
13 Ali Ahmadi Senior Engineer/Planner $210
14 Amir Reza Sadeghi Engineer/Planner $180
15 Nicole Matteson Engineer/Planner $170
16 Administrative Support Administrative Support $160

EXPENSES
Description Cost %Markup
1 Transportation Data
Collection Vendor Services
Provided by National Data Services,
Quality Counts, and IDAX. Cost varies
based on specific counts requested.

Detailed cost estimates will be obtained as
needed and will be compared to maximize
value to City.
10%
2 Other Direct
Costs/Reimbursables
Cost 10%
3 Mileage Set annually as determined by IRS.
$0.67/mile as of 2024
0%
4 Voice & Data/Technology 5% of project labor 0%

Docusign Envelope ID: 454B06B9-C93A-4595-AEBA-140378251CAE Nov. 12, 2024
Item #2 Page 407 of 680
Docusign Envelope ID: FB7ECBDD-D8F0-4923-97FA-D0A62F2DAC83

MASTER AGREEMENT FOR

TRANSPORTATION PLANNING SERVICES
KIMLEY-HORN AND ASSOCIATES, INC.

Attachment AD
PSA25-3562CA
THIS AGREEMENT is made and entered into as of the \ i..\ day of Nt>~ . . 2024, by and between the City of Carlsbad, California, a municipal corporation, hereinafter referred to as "City". and Kimley-Horn and Associates, Inc., a North Carolina corporation. hereinafter referred to as "Contractor ."

RECITALS
A. City require s the professional services of a consulting firm that is experienced in transportation planning 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 transportation planning services.

D. Contractor has submitted a proposal to City 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, City and Contractor agree as follows:

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).

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 City Manager may amend the Agreement to extend it for two (I} additional one(!} year(s} periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement .

4. 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 City and be completed within the time specified in the Task

Page 1 ends

Nov. 12, 2024 Item #2 Page 408 of 680
PSA25-3562CA

Page 2 ends

5. COMPENSATION
The cumulative total for all projects allowed pursua nt to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a projec t-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibi t “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude 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. 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 state prevailing wage laws. The general prevailing r a t e o f w a g e s , f o r e a c h c r a f t o r t y p e o f w o r k e r needed to execute the contract, shall be those as determined by the Director of In dustrial 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 records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.

Page 3 ends

It is recommended that the Contractor provid e 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 with the Procore App installed to at least one on-site individual to pr ovide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. 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.

9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s 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.

10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the perso ns either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions of persons directly employed by Contractor.

Nov. 12, 2024
Item #2 Page 410 of 680

Page 4 ends

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

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses in cluding 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 employ ed by any of them or anyone for whose acts any of them may be liable.

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 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.

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

PSA25-3562CA

Nov. 12, 2024
Item #2 Page 411 of 680
PSA25-3562CA

Page 5 ends

13.1.2 Automobile Liability. (If the use of an auto mobile 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:

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

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

13.3 Providing Certificates of Insura nce and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

Page 6 ends

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.

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

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

For City: For Contractor:

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

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Nov. 12, 2024
Item #2 Page 413 of 680
PSA25-3562CA

Page 7 ends

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

Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended meth od of resolution within ten (10) business days. If the resolution thus obtained is uns atisfactory 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, al though nothing in this procedure will prohibit the parties from seeking remedies available to them at law.

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contra ctor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services cont emplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.

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

Nov. 12, 2024
Item #2 Page 414 of 680
PSA25-3562CA

Page 8 ends

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

Page 9 ends

Executed by Contractor this___________ day of _______________________, 2024.

Nov. 12, 2024
Item #2 Page 416 of 680
Docusign Envelope ID: FB7ECBDD-D8F0-4923 -97FA-D0A62F2DAC83

CONTRACTOR
Kimley-Horn and Associates, Inc., a North
Carolina corporation
(sign here)
Megan Ulery, Vice-President
(print name/title)
By:
(sign here)
(print name/title)
PSA25-3562CA
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:
, ~ Mayor
ATTEST:

SHERRY FREISINGER, City Clerk
By:

Deputy City Clerk
Proper notarial acknow ledgment 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
- - - -------- -Assistant City Attorney

Page 10 ends

Nov. 12,2024 Item #2 Page 417 of 680
PSA25-3562CA

Page 11 ends

EXHIBIT A

SCOPE OF SE

RVICES AND FEES
Perform a variety of tran
sportation planning related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:

A. Transportation impact analysis study preparation and review.

Environmental impact re
port review.

Active Tran
sportation and Safety Plans/Study/Design.

Livable and Complet
e Street Policies/Programs/Design.

Safe Rou
tes to School.

Transportation Dema
nd Management.

Multi-modal transportation data colle
ction, analysis and monitoring.

Micromobility and transit planning.

I. Emerging mobility te
chnologies.

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

Nov. 12, 2024
Item #2 Page 418 of 680
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0DVWHU6HUYLFHV$JUHHPHQWIRU&RQVXOWDQWV
1XPEHU
5)4&$

DISCIPLINE CATEGORY 10. TRANSPORTATION PLANNING
City of Carlsbad GMOC80034.2024 ii
Kimley-Horn and Associates, Inc.
____________________________________
Hourly Labor Rate Schedule
Classification Rate
Analyst I $120 - $175
Analyst II $160 - $215
Professional $185 - $250
Senior Professional I $240 - $340
Senior Professional II $335 - $440
Senior Technical Support $180 - $320
Technical Support $100 - $190
Support Staff $80 - $155
BR00PUDIS.A.CCT
Effective through December 31, 2027. Subject to annual adjustment thereafter.

Internal Reimbursable Expenses will be billed at 5% of Labor Billings.

External Reimbursable Expenses will be billed at 10% mark-up, or per the Contract.

Allowed mileage will be billed at the Federal Rate.

Sub-Consultants will be billed at 10% mark-up, or per the Contract.

Nov. 12, 2024
Item #2 Page 419 of 680
Docusign Envelope ID: 346393D3-6B9D-4AD9-8608-F8077931 BO94

MASTER AGREEMENT FOR

TRANSPORTATION PLANNING SERVICES
MICHAEL BAKER INTERNATIONAL, INC.

ATTACHMENT AE
PSA25-3560CA
THIS AGREEMENT is made and entered into as of the \ l\ day of \'\fi:..I, , 2024, by and between the City of Carlsbad, California, a municipal corporation , hereinafter referred to as "City", and Michael Baker International , Inc., a Pennsylvania corporation, hereinafter referred to as "Contractor ."

RECITALS
A. City requires the professional services of a consulting firm that is experienced in tran sportation planning 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 transportation planning services.

D. Contractor has submitted a proposal to City 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, City and Contractor agree as follows:

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

Contractor' s obligation s 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 whi le exercising its professional skill and expertise.

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

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Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City 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, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.

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

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.

7. CO

NSTRUCTION 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 Docusign Envelope ID: 346393D3-6B9D-4AD9-8608-F8077931BD94 Nov. 12, 2024
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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 City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes.

The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contra ctor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.

9. CO

10. S UBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.

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11. O

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

12. IN DEMNIFICATION
Contractor agrees to defend (with counsel approved by the City) , indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including 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.

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 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 th at any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.

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

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