Carlsbad City Council
November 12, 2024

Nov. 12,2024 Item #2 Page 429 of 680

ATTACHMENT AE
PSA25-3560CA

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.

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

Name Title Role Hourly
Rate
Dawn Wilson, PE, TE Transportation Planning
Manager
Contract Manager $350
Jordan Gray Technical Manager ATP & Livable/Complete Streets Task Order Manager
$190
Ryan Zellers Traffic and Civil Engineer Conceptual and Final Design Task Order Manager $320 Jacob Swim Technical Manager Technical Studies Task Order Manager $190 Rachel Fabian Transportation Planner Active Transportation & Safety Plans; Safe Routes to Schools;
$130
Alejandro Tapia Transportation Planner TIA Studies; Multimodal Analysis & Data Collection $150 Angel Melendez Planning Associate TIA Studies; Multimodal Analysis & Data Collection $115 Samantha Lathrop Associate Engineer Active Transportation & Livable/Complete Streets Design;
$150
Kat Frankowski Associate Engineer Active Transportation & Livable/Complete Streets Design;
$130
Surabhi Barbahaya Project Manager - Planning Livable and Complete Street Policies/Programs $190 Ted Heyd Project Manager - Planning Livable and Complete Street Policies/Programs $190 Bob Stark Associate Vice President EIR Review $250
Nicole Marotz Environmental Specialist EIR Review $170
Jeff Kupko Assistant Program Manager Emerging Technologies $250 Brian Sims Assistant Program Manager Emerging Technologies $240 TBD Design Technician $115
TBD Engineering Aid / Planning Aid $110
Andy Taylor Project Controls/Office Support Office Support $90

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 10: TRANSPORTATION PLANNING MICHAEL BAKER INTERNATIONAL ▬ CITY OF CARLSBAD ▬ RFQ24-3430CA Docusign Envelope ID: 346393D3-6B9D-4AD9-8608-F8077931BD94 Nov. 12, 2024
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MASTER AGREEMENT FOR

UTILITY LOCATING/ POTHOLING SERVICES
UNDERGROUND SOLUTIONS, INC .

ATTACHMENT AF
PSA25-3564CA
. THIS AGREEMENT is made and entered into as of the \ f day of I'::\ oJ - , 2024, by and between the City of Carlsbad, California, a municipal corporation, hereinafter referred to as "City", Underground Solutions, Inc., a California corporation, hereinafter referred to as "Contractor."

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

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

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

D. Contra ctor 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 customari ly exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

3. TERM
The term of this Agreement will be effective for a period of three (3) years from December 1, 2024, through November 30, 2027. The City Manager may amend the Agreement to extend it for two (I) addit ional one (1) 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 Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may

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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 four hundred thousand dollars ($400,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, 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, co mpletion of specific project tasks or a combination thereof.

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

5.0%, whichever is lower. If the CPI -U is a negative number, then th e 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 dynamic by improving information flow, reducing non -productive activities, reducing rework and Docusign Envelope ID: 19CDA109-C66F-42F9-8DB7-F25B685D3897 Nov. 12, 2024
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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 t raining 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 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, em ployee, 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. 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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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 Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as 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 th e 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 tr anscripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,

documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

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

CITY OF CARLSBAD Escondido, CA 92029
Address 1635 Faraday Avenue Phone 760-294-9449 ext. 103 619-247-1208
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times ob serve and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.

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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 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 method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this proc edure will prohibit the parties from seeking remedies available to them at law.

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to

City 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 c ompleted. 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.

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 Docusign Envelope ID: 19CDA109-C66F-42F9-8DB7-F25B685D3897 notice 30
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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 ack nowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Co ntractor 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.

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

30. 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 Docusign Envelope ID: 19CDA109-C66F-42F9-8DB7-F25B685D3897 Nov. 12, 2024
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conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connectio n 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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CONTRACTOR
Underground Solutions, Inc., a California
corporation
(sign here)
Michael Edward Arme, President
(print name/title)
(sign here)
.Adrna N. Perez-Culpeper, Secretary
(print name/title)

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CITY OF CARLSBAD, a municipal corporation of
the State of California
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 corpo ration 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: b<IA.A {,\uyu-~
Assistant City Attorney
Nov. 12,2024

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EXHIBIT A

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

A. Subsurface Utility Potholing and Locating.

B. Ground Penetrating Radar Services.

C. Utility Research/ Documentation.

D. Field Determination/ Documentation.

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

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Date: June 12, 2024
Quote # TC61224-14L
Expiration Date: End of Contract
Sales Person: TC
Item # Qty Unit Price Line Total
1 525.00$
2 230.00$
3 1,875.00$
4 250.00$
5 225.00$
6 170.00$
ADDITIONAL :
7 100.00$
Subtotal
Total
120 N. Andreasen Dr. Escondido, CA 92029 PH# 760 294 9449 Fax# 760 294 9490 Project Name: RFQ24 - 3430CA

ESTIMATE
To:

Elieda Felix Yackel
City of Carlsbad Public Works Branch
5950 El Camino Real
Your First Choice for Utility Locating Services
Carlsbad, CA 92008
Description
CCTV Push Camera (Per Hour) (4'' - 10'' )
Utility Locating Per Day (8 hrs)
Digital Flash Card Utility Locating / CCTV Report - Per Day Cost
Pressure Washing Markout Paint Removal (Per Hour) (4)
Hr Min
Utility Locating Service Call (2) Hr Min
Utility Locating Additional hours up to (7 hrs)
Hydrojetting (4'' - 10'' ) Per Hour (4) Hr Min
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Date: June 12, 2024
Quote # TC61224-13H
Expiration Date: End of Contract
Sales Person: TC
Item # Qty Unit Price Line Total
1 2,800.00$
2 175.00$
3 250.00$
4 175.00$
5 150.00$
6 575.00$
7 135.00$
8 600.00$
9 650.00$
10 1,300.00$
11 95.00$
12 100.00$
13 250.00$
14 50.00$
15 185.00$
16 50.00$
17 1,575.00$
18 1,360.00$
19 150.00$
20 65.00$
Excluded: Permit and Deposit Fees to be paid by client prior to start of work Encroachment & Traffic Permits No Fee Parking Meter Buyouts N/A Deposit Amt
Subtotal -$
-$
Total -$
120 N. Andreasen Dr. Escondido, CA 92029 PH# 760/294-9449 Fax# 760/294-9490 Project Name: RFQ24 - 3430CA

ASPHALT REPAIR

TRAFFIC CONTROL
Pothole Service (Prevailing Wage) Per Day
Description
USA Dig Alert Delination and Mark Out - Superintendent

REPORTING

OTHER COSTS
Sand Cover for Utility (Ea)
Aquaphalt Asphalt Repair (Ea)
Additional Arrowboards (Ea)
Traffic Control Plans - Non Eng Stamped (Each)
Fuel Surcharge - Per Day
Traffic Control Plans - Eng Stamped (Each)
Standard Traffic Control (Per Day)

ESTIMATE
To:

Eleida Felix Yackel
City of Carlsbad Public Works Branch
5950 El Camino Real
Your First Choice for Potholing Services
***4-hour minimum + Mob/Demob
Carlsbad, CA 92008
Hot-Patch Asphalt Grind & Overlay Up to 5'x5' (Ea)
USA Markout Paint Removal (Per Day)
Spoil Haul off and Disposal (Ea)
8'' - 10'' Core Drill + Re-install and Seal (Ea)
Traffic Control (1 - Flagger) (Per Hour)
PDF/Digital Flash Card Utility Report (1 - 5 potholes) +$100 Increments for every (5) Potholes
Hot Patch Asphalt Repairs - Base Pave (Ea)
Major Traffic Control (Per Day) (1) Arrowboard
Synthetic Asphalt Overlay Up to 3'x3' (Ea)
Encroachment / Traffic Permit Processing Fee
Slurry Backfill - Bag Spec Mix (Ea)
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MASTER AGREEMENT FOR

WATER RESOURCES STUDIES AND ENGINEERING SERVICES
HDR ENGINEERING, INC.

ATTACHMENT AG
PSA25-3570CA
THIS AGREEMENT is made and entered into as of the \ r:t day of I:\ D~' , 2024, by and between the City of Carlsbad, California, a municipal corporation, hereinafter referred to as "City", and HDR Engineering, Inc., a Nebraska corporation, hereinafter referred to as "Contractor."

RECITALS
A. City requires the professional services of a consulting firm that is experienced in water resources studies and 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 water resources studies and 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 recital s 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 1, 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 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: 711E147E-7BD9-4AAA-9D94-0D489D135DD2 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

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.

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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. 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.

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. 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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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.

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ATTACHMENT AG
PSA25-3570CA

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, docu
ments, 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

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.

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.

Mark Seits, PE, CFM
Project Manager
591 Camino de la Reina, Suite 300
San Diego, CA 92108
858-712-8312 m: 858-204-6140
[email protected]
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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. CAL IFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.

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

22. D ISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.

Representatives of Contractor or 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. T

ERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to

City 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.

24. CO

VENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, Docusign Envelope ID: 711E147E-7BD9-4AAA-9D94-0D489D135DD2 30Thirty
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PSA25-3570CA

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. CL

AIMS 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. J

URISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.

27. S

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

30. P

UBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, Docusign Envelope ID: 711E147E-7BD9-4AAA-9D94-0D489D135DD2 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.

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

Executed by Contractor this___________ day of _______________________, 2024.

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CONTRACTOR
HDR Engineering, Inc., a Nebraska corporation
By:
(sign here)
Anna Y Lantin, Vice-President
(print name/title)
(sign here)
(print name/title)

ATTACHMENT AG
PSA25-3570CA
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 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 corporate seal empowering the officer(s) signing to bind the corporation .

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: b{I.U, f\-un.rtA.

Assistant City Attorney
Nov. 12, 2024

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EXHIBIT A

SCOPE OF SERVICES AND FEES

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

A. Bridge or other front water structure scour analyses.

B. Coastal analyses and design.

C. Critical Coarse Sediment Yield Area (CCSYA) Analysis.

D. FIRM revisions or other FEMA maps or studies.

E. Hydrology and hydraulics studies.

F. Hydromodification, detention, and retention analyses and design.

G. Low Impact Design (LID) analyses and design.

H. Plan check and technical studies review for compliance.

I. Sediment transport analyses.

J. Storm drains system assessment and design.

K. Storm Water Pollution Prevention Plans (SWPPP).

L. Storm Water Quality Management Plans (SWQMP).

M. Sediment supply & demand projections.

N. Support with Dam Inundation Modeling.

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

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City of Carlsbad | Fee Schedule
RFQ No. 24-3430CA Master Agreement for Consultants | Discipline No. 12 Water Resources Studies and Engineering Discipline No. 12 Water Resources Studies and Engineering

EXHIBIT B
Prices valid through Term of Agreement
STAFF

NAME TITLE HOURLY RATE
1 Joseph Nye Principal In Charge $4ĉĎ
2D e a n G i p s o n Q A / Q C $ 4ĉĎ
3 Mark Seits Sr. Project Manager $ĊĒć
4 Alex Yescas Technical Advisor $ĊĒć
5 Dragi Stefanovic Sr. Engineer $ĊĒć
6 Leila Talebi Stormwater Specialist $381
7 Janelle Moyer Sr. Design Engineer $331
8 Jing Liu Sr. Water Resources Engineer $298
9 Andrew Drabick Coastal Engineer $278
10 Curtis Gauthier Water Resources Project Engineer II $266 11 Adam Keen Sr. Coastal Engineer $260
12 Jacob Hyles Water Resources Engineer $259
13 Daniel Celaya BIM Manager $251
14 Yuying Li Sr. GIS Analyst $246
15 Hadi Heidari Water Resources Project Engineer I $208 16 Anders Burvall GIS Analyst II $203
17 TBD BIM Specialist $180
18 TBD GIS Analyst I $170
19 Kelly Flint Staff Engineer/EIT $167
20 Carmen Sandoval Project Coordiantor $145
21 Kate Murray Document Production Specialist $125

SUBCONSULTANTS

NAME/FIRM TITLE HOURLY RATE
1 Tom Canady/NOVA Principal Engineer/Geologist $250
2 Andrew Neuhaus/NOVA Senior Engineer/Geologist $225
3 Gillian C. Dean/NOVA Senior Engineer/Geologist $225
4 Dennis Dodson/San Dieguito Eng. Senior Surveyor $233.40 5 Byram Jennex/San Dieguito Eng. Associate Surveyor $180.35 Complete rate sheets for subconsultants located on following pages.

EXPENSES
DESCRIPTION COST % MARKUP
1 Mileage $0.67 per mile, or as permitted by IRS 5%
2 Printing - B&W 8 1/2 x 11 $0.09 per sheet 5%
3 Printing - Color 8 1/2 x 11 $0.14 per sheet 5%
4 Mailing at cost 5%

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City of Carlsbad | Fee Schedule
RFQ No. 24-3430CA Master Agreement for Consultants | Discipline No. 12 Water Resources Studies and Engineering

City of Carlsbad Rates for
Professional and Technical Services

4373 Viewridge Avenue, Suite B
San Diego, CA 92123
P: 858.292.7575
usa-nova.com 16610 Aston Street
Irvine, CA 92606
P: 949.388.7710

NAME TITLE HOURLY RATE
Professional Staff
Principal Geotechnical Engineer $ 275.00
Tom Canady, PE Principal Engineer/Geologist $ 250.00
Andrew Neuhaus, PG/CEG Senior Engineer/Geologist $ 225.00 Project Manager $ 225.00
Project Engineer/Geologist $ 200.00
Staff Engineer/Geologist $ 180.00
Soils Technician $ 140.00
Laboratory Technician (sample pick-ups; services
outside normal business hours)
$ 95.00
Technical Drafter (CAD) $ 110.00
Administrative Support $ 75.00

LABORATORY TESTING
Description ASTM RATE/EA
Soil and Aggregate
Compaction Curve, Modified, D1557 $ 275.00
Compaction Curve, Standard, D698 $ 275.00
Compaction Check Point $ 90.00
Oversize Rock Correction D4718 $ 90.00
Sieve Analysis, with Wash C136, D6913, CT 202 $ 155.00
Sieve Analysis, fine with Hydrometer D6913, D7928, D422 $ 240.00 Percent Finer than #200 C117 $ 85.00
Specific Gravity and Absorption, Coarse C127, CT 206 $ 180.00 Specific Gravity and Absorption, Fine C128, CT 207 $ 135.00 Unit Weight and Voids in Aggregate C29, CT 212 $ 90.00
Moisture Content D2216, CT 226 $ 45.00
Moisture Content and Dry Density D2937 $ 45.00
Atterberg Limits: PL, LL, PI D4318, CT 204 $ 225.00
Sand Equivalent D2419, CT 217 $ 100.00
Durability Index D3744 $ 265.00
Cleanness Value CT 227 $ Quote
Los Angeles Abrasion (LA Rattler) C131, C535 $ Quote
Expansion Index D4829 $ 235.00
R-Value D2844 $ 376.00
Consolidation D2435 $ 250.00
Direct Shear D3080 $ 335.00
Direct Shear Remold $ 635.00
Sulfate and Chloride Content $ 130.00
pH and Resistivity CT 643 $ 165.00
Unconfined Compression D2166 $ 180.00
California Bearing Ratio D1883 $ 650.00

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RFQ21-1449CA Master Agreement Consultant Services | Discipline 2. Water/Wastewater Asset Management

City of Carlsbad Rates for
Professional and Technical Services

Asphalt Concrete
Hveem Stability and Unit Weight D1560 $ 370.00
Wet Track Abrasion D3910 $ 230.00
Maximum Theoretical Specific Gravity (Rice) D2041 $ 150.00 Percent Asphalt with Gradation (ignition oven) C6307 $ 250.00 Unit Weight Only (compacted sample or core) D2726, D1188 $ 55.00 Unit Weight Requiring Compaction D2726 $ 250.00
Asphalt Mix Design Review (per hour) $ 250.00

EXPENSES AND OUTSIDE SERVICES
Outside services and reimbursable expenses not included in this fee schedule (samples sent to outside laboratory for testing, samples sent to outside fabricator or machine shop, equipment , subcontractors, vendor credentialing and billing programs, etc.) are charged at cost plus 10%.

ADDITIONAL TERMS AND CONDITIONS
• Overtime occurs in the following instances:
­ work more than 8 hours per day is charged at time-and-a-half. ­ work more than 40 hours per week is charged at time-and-a-half. ­ work performed outside the hours between 6:30 a.m. and 4:00 p.m., Monday through Friday is charged at time-and-a- half; work up to 12 hours per day on Saturday is charged at time-and-a-half. ­ work more than 12 hours in one day, or over 8 hours on the 7th consecutive day or worked Sundays/holidays is charged at double time.
• Hourly rates are charged on a portal-to-portal basis. • A 4-hour minimum is charged for field services. Work performed more than 4 hours will be charged at 8 hours. Work performed over 8 hours is charged in half-hour increments. • 24-hour notice is required for testing and inspection services. There will be a 4-hour minimum charge (show -up time) for cancellations without notification.
• Same Day Callouts will be subject to a 1-hour project management fee. • When personnel are required by job conditions to work more than 5 consecutive hours without the ability to take a one- half hour uninterrupted lunch period, an additional hour will be billed at regular time in addition to actual hours worked.

Laboratory testing that is required to be performed outside regular hours will be billed for Lab Technician t ime in addition to the lab test rate. Weekend sample pickups, if required, will incur additional charges. • Please note that our services are billed on a time and materials basis. Our fees are determined by the construction schedule as well as the type and frequency of services requested and specified by local jurisdictions and their representatives.

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RFQ No. 24-3430CA Master Agreement for Consultants | Discipline No. 12 Water Resources Studies and Engineering

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MASTER AGREEMENT FOR

WATER RESOURCES STUDIES AND ENGINEERING SERVICES
NVS, INC.

ATTACHMENT AH
PSA25-3567CA
THIS AGREEMENT is made and entered into as of the \ 4 day of ~ b\J • , 2024, by and between the City of Carlsbad, California, a municipal corporation, " hereinafter referred to as "City", and NVS, Inc., a California corporation, hereinafter referred to as "Contractor."

RECITALS
A. City requires the professional services of a consulting firm that is experienced in water resources studies and 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 water resources studies and 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 customar ily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

3. TERM
The term of this Agreement will be effective for a period of three (3) years from December 1, 2024, through November 30, 2027. The City Manager may amend the Agreement to extend it for two W additio nal 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 effecti ve 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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Pag e 2 City Attorney Approved Version 5/22/2024
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-b y-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: 29CF11C5-36B3-4F19-8246-84D09B333A45 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

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.

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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. 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.

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. 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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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.

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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. A CCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of 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. O WNERSHIP 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. CO

PYRIGHTS
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. N OTICES
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 Matthew Moore, PE, ENV, SP, QSD/P, ToR
Title Senior Contract Administrator Title Project Manager Dept Public Works Address 15092 Avenue of Science
CITY OF CARLSBAD Suite 200, San Diego, CA 92128
Address 1635 Faraday Avenue Phone 858.385.0500 M: 760.607.9582 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. G ENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times ob serve and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.

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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. CAL IFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.

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

22. D ISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.

Representatives of Contractor or 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 metho d 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 recommend ed by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.

23. T

ERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to

City 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.

24. CO

VENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has Docusign Envelope ID: 29CF11C5-36B3-4F19-8246-84D09B333A45 thirty 30
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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. CL

AIMS 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. J

URISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.

27. S

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

30. P

UBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and Docusign Envelope ID: 29CF11C5-36B3-4F19-8246-84D09B333A45 Nov. 12, 2024
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conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connectio n with participation by another public agency.

31. A

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

Executed by Contractor this___________ day of _______________________, 2024.

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CONTRACTOR
NVS, Inc., a California corporation

ATTACHMENT AH
PSA25-3567CA
CITY OF CARLSBAD, a municipal corporation of
the State of Cali
By:
~ At. CN,u-, e-e, ult, e~~J.uJ
(sign here)
By:

Keith Blackburn , Mayor
Jeffrey M. Cooper, Senior Vice President
(print name/title) ATTEST:

By: SHERRY FREISINGER, City Clerk
(sign here) By:

Deputy City Clerk
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached . If a corporation , Agreem ent 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 atta ch 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: b<LU. ~A.

Assistant City Attorney

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EXHIBIT A

SCOPE OF SERVICES AND FEES

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

A. Bridge or other front water structure scour analyses.

B. Coastal analyses and design.

C. Critical Coarse Sediment Yield Area (CCSYA) Analysis.

D. FIRM revisions or other FEMA maps or studies.

E. Hydrology and hydraulics studies.

F. Hydromodification, detention, and retention analyses and design.

G. Low Impact Design (LID) analyses and design.

H. Plan check and technical studies review for compliance.

I. Sediment transport analyses.

J. Storm drains system assessment and design.

K. Storm Water Pollution Prevention Plans (SWPPP).

L. Storm Water Quality Management Plans (SWQMP).

M. Sediment supply & demand projections.

N. Support with Dam Inundation Modeling.

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

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FEE PROPOSAL
2024 CHARGE RATE SCHEDULE
Technical Services
Engineering Aide/Planning Aide __________________________________________________________ $92.00/hour Project Assistant _____________________________________________________________________ $110.00/hour Project Administrator _________________________________________________________________ $112 .00/hour CADD Technician I ____________________________________________________________________ $115.00/hour CADD Technician II ___________________________________________________________________ $142.00/hour CADD Technician III ___________________________________________________________________ $150.00/hour Sr. CADD Technician/Designer _________________________________________________________ $1 58.00/hour Design Supervisor ____________________________________________________________________ $174.00/hour GIS Technician I______________________________________________________________________ $115.00/hour GIS Technician II _____________________________________________________________________ $145.00/hour GIS Analyst __________________________________________________________________________ $163.00/hour Senior GIS Analyst ____________________________________________________________________ $193.00/hour Field Survey
1-Person Survey Crew (GPS) (Robotic) ___________________________________________________ $1 73.00/hour 1-Person Survey Crew _________________________________________________________________ $159.00/hour 2-Person Survey Crew _________________________________________________________________ $257.00/hour 3-Person Survey Crew _________________________________________________________________ $334.00/hour 1-Person Survey Crew (GPS) (Robotic)* __________________________________________________ $198.00/hour 1-Person Survey Crew*________________________________________________________________ $184.00/hour 2-Person Survey Crew*________________________________________________________________ $330.00/hour 3-Person Survey Crew*________________________________________________________________ $445.00/hour * Field rates are based on “Prevailing Wage” as determination by the Department of Industrial Relations (DIR).

Geospatial Services
Technician ___________________________________________________________________________ $88.00/hour Technical Specialist __________________________________________________________________ $114 .00/hour Technical Expert _____________________________________________________________________ $179.00/hour Pilot _______________________________________________________________________________ $1 30.00/hour Associate Team Leader _______________________________________________________________ $130.00/hour Field Manager _______________________________________________________________________ $168.00/hour Project Manager _____________________________________________________________________ $146.00/hour Account Manager ____________________________________________________________________ $270.00/hour Director ____________________________________________________________________________ $249.00/hour

Professional
Intern _______________________________________________________________________________ $78.00/hour Junior Engineer / Planner / Scientist / Surveyor ___________________________________________ $125.00/hour Assistant Engineer / Planner / Scientist / Surveyor _________________________________________ $148.00/hour Associate Engineer / Planner / Scientist / Surveyor ________________________________________ $170.00/hour Senior Engineer / Planner / Scientist / Surveyor ___________________________________________ $197.00/hour Senior Bridge Engineer ________________________________________________________________ $205.00/hour Project Manager _____________________________________________________________________ $224.00/hour Senior Project Manager _______________________________________________________________ $235.00/hour Principal Engineer ____________________________________________________________________ $268.00/hour Principal ____________________________________________________________________________ $305.00/hour

EXPENSES
Plotting and In-House Reproduction ________________________________________________________ 1.10 x Cost Subsistence ____________________________________________________________________________ 1.10 x Cost Other Expenses - Including Subconsultants & Purchased Services through Subcontracts _____________ 1.10 x Cost GIS Web Hosting ________________________________________________________________________ 1.10 x Cost Mileage - Outside Local Area ____________________________________________________ Per Accepted IRS Rate 2024-2027 Fee Schedule
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FEE PROPOSAL
2024-2027 Fee Schedule
Professional: $180/hour
2024-2027 Fee Schedule
Project Manager 3 (Scott Lyle): $308/hour

SUBCONSULTANTS
City of Carlsbad | Master Services Agreement for Category 12: Water Resources Studies and Engineering NV5 | 3 Docusign Envelope ID: 29CF11C5-36B3-4F19-8246-84D09B333A45 Nov. 12, 2024
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MASTER AGREEMENT FOR

WATER RESOURCES STUDIES AND ENGINEERING SERVICES
R.E.C. CONSULTANTS, INC.

ATTACHMENT Al
PSA25-3569CA
THIS AGREEMENT is made and entered into as of the 'L\ day of t-\,o\} , 2024, by and between the City of Carlsbad, California, a municipal corporation, hereinafter referred to as "City", and R.E.C. Consultants, Inc., a California corporation , hereinafter referred to as "Contractor."

RECITALS
A. City requir es the professional services of a consulting firm that is experienced in water resources studies and 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 water resources studies and 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 condit ions.

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 customar ily 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 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 (l,) additiona l one(.!) year(s) periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and approp riati on 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 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 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: BC866611-02E4-4CFA-8C85-56BE185DAD44 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

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.

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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. 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.

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. 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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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.

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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. A CCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of 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. O WNERSHIP 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. CO

PYRIGHTS
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. N OTICES
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 Luis Parra, PhD, PE, CFM Title Senior Contract Administrator Title Director of Water Resources Dept Public Works Address 2970 Fifth Avenue, Suite 340 CITY OF CARLSBAD San Diego, CA 92103
Address 1635 Faraday Avenue Phone 619-232-9200
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. G

ENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times ob serve and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.

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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. CAL IFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.

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

22. D ISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.

Representatives of Contractor or 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. T

ERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to

City 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.

24. CO

VENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, Docusign Envelope ID: BC866611-02E4-4CFA-8C85-56BE185DAD44 30thirty
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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. CL

AIMS 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. J

URISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.

27. S

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

30. P

UBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, Docusign Envelope ID: BC866611-02E4-4CFA-8C85-56BE185DAD44 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.

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

Executed by Contractor this___________ day of _______________________, 2024.

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CONTRACTOR
R.E.C. Consultants, Inc., a California
corporation
By:
(sign here)
Luis Parra, President & Secretary
(print name/title)
By:
(sign here)
(print name/title)
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PSA25-3569CA
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: _ Ci._lAA-__ ~--~- ---­
Assista nt City Attorney
Nov. 12,2024

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EXHIBIT A

SCOPE OF SERVICES AND FEES

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

A. Bridge or other front water structure scour analyses.

B. Coastal analyses and design.

C. Critical Coarse Sediment Yield Area (CCSYA) Analysis.

D. FIRM revisions or other FEMA maps or studies.

E. Hydrology and hydraulics studies.

F. Hydromodification, detention, and retention analyses and design.

G. Low Impact Design (LID) analyses and design.

H. Plan check and technical studies review for compliance.

I. Sediment transport analyses.

J. Storm drains system assessment and design.

K. Storm Water Pollution Prevention Plans (SWPPP).

L. Storm Water Quality Management Plans (SWQMP).

M. Sediment supply & demand projections.

N. Support with Dam Inundation Modeling.

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

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Category 12 – Water Resources Studies and Engineering Rate Schedule The following rate will be applied on an hourly basis for Time and Materials.

Professional Services
Dr. Luis Alberto Parra Director of Water Resources $265.00 / hr Raab Rydeen Director of Engineering $240.00 / hr
William O’Gorman Senior Project Engineer $220.00 / hr
Axel Rinder Project Engineer $150.00 / hr

Field Survey (Prevailing Wage)
2 Man Survey Crew $275.00 / hr

Unless otherwise agreed upon, costs for outside plotting, printing deliveries etc., will be invoiced in accordance with the following rates. There will be a 15% handling fee attached to these costs for handling, accounting, and payment. REC carries full professional liability insurance, general liability insurance, workers compensation insurance and commercial vehicular insurance. Please call for appropriate coverage limits.

Reimbursable Expenses
• Handling Fee 15.00%
• Mileage $0.67/ mile
• Reproduction (81/2x11 Xerox) $0.07/Copy
• Plotting Services in-house (Large Format) $1.50/SF
• Plotting Services in-house (Large Format, Color) $2.50/SF

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MASTER AGREEMENT FOR

WATER RESOURCES STUDIES AND ENGINEERING SERVICES
GLENN A. RICK ENGINEERING AND DEVELOPMENT CO.

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THIS AGREEMENT is made and entered into as of the \ L\ day of N b\j~ , 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 water resources studies and 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 water resources studies and 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 9ny project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below) .

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

3. TERM
The term of this Agreement will be effective for a period of three (3) years from December 1, 2024, through November 30, 2027. The 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

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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 seven hundred thousand dollars ($700,000). 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 Agreement effective date after the initial three-year term . An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI -U) , as reported by the Bureau of Labor Statistics or

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

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

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: F97B5A4A-C236-4722-9E06-58B1411FE143 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 pa
yment 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. 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 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 Co
ntractor’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 pa
rties 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 C
ontractor 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 Thi
s 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, doc
uments, 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 Andrew Thies, CFM
Title Senior Contract Administrator Title Project Manager Dept Public Works Address 5620 Friars Road
CITY OF CARLSBAD San Diego, CA 92110
Address 1635 Faraday Avenue Phone 619-688-1454 M: 619-254-1066 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 ob serve and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.

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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.

22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.

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

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, Docusign Envelope ID: F97B5A4A-C236-4722-9E06-58B1411FE143 thirty 30
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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 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.

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

30. 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: F97B5A4A-C236-4722-9E06-58B1411FE143 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.

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.

Exec
uted by Contractor this___________ day of _______________________, 2024.

Docusign Envelope ID: F97B5A4A-C236-4722-9E06-58B1411FE143 24 October
Nov. 12, 2024
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Docusign Envelope ID: F97B5A4A -C236-4 722-9E06-58B 1411FE 143

CONTRACTOR
Glenn A. Rick Engineering and Development
Co., a California corporation
By:

By:
(sign here)
Brendan C. Hastie, Vice President
(print name/title)
11~~ ()). ~Yiu,~
(sign here)
Timothy W. Gabrie lson, Vice President,
R.O.O., & Corporate Secretary
(print name/title)

ATTACHMENT AJ
PSA25-3571CA
CITY OF CARLSBAD, a municipa l 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 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. ~~
Assistant City Attorney

Nov. 12,2024 Item #2 Page 494 of 680

ATTACHMENT AJ
PSA25-3571CA

EXHIBIT A

SCOPE OF SERVICES AND FEES

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

A. Bridge or other front water structure scour analyses.

B. Coastal analyses and design.

C. Critical Coarse Sediment Yield Area (CCSYA) Analysis.

D. FIRM revisions or other FEMA maps or studies.

E. Hydrology and hydraulics studies.

F. Hydromodification, detention, and retention analyses and design.

G. Low Impact Design (LID) analyses and design.

H. Plan check and technical studies review for compliance.

I. Sediment transport analyses.

J. Storm drains system assessment and design.

K. Storm Water Pollution Prevention Plans (SWPPP).

L. Storm Water Quality Management Plans (SWQMP).

M. Sediment supply & demand projections.

N. Support with Dam Inundation Modeling.

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

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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.

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 Docusign Envelope ID: F97B5A4A-C236-4722-9E06-58B1411FE143 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 ARIZONA - 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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3 2305 Historic Decatur Road
Suite 102
San Diego, CA 92106
USA
ghd.com
The Power of Commitment

06 June 2024
Eleida Felix Yackel
Senior Contract Administrator, Public Works Branch
City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008
Response to Request for Qualifications, Master Services Agreement for Consultants, RFQ24- 3430CA
Dear Ms. Yackel & Selection Committee,
We are pleased to join the RICK Team for the Master Services Agreement for Consultants (RFQ24- 3430CA). GHD Inc. is committed to providing the following services as a subconsultant to RICK - service Roundabout Design services. We agree to fully commit the proposed resources, as needed, to successfully deliver the above-referenced contract.

GHD Inc. is not subject to prevailing wage requirements by the California Department of Industrial Relations.

Per RFQ requirements, this letter is signed by a representative authorized to obligate GHD Inc.

We look forward to working with RICK and the City on this opportunity. Please contact me if you require any additional information.

Sincerely,

William Silva, PE, QSD/P
Senior PM/Civil Engineer
707.484.8236
[email protected]

2305 Historic Decatur Road
Suite 102
San Diego, CA 92106
USA
ghd.com
Personnel Job Description Billing Rate
Lindsey Van Parys Project Manager $298/hr
Brittany Zambrano Senior Civil Engineer $204/hr
Standard Hourly Rate Sheet
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Docusign Envelope ID: DA7A3772-25DF-4412-B549-958E78588416

MASTER AGREEMENT FOR

WATER RESOURCES STUDIES AND ENGINEERING SERVICES
TORY R. WALKER ENGINEERING, INC.

ATTACHMENT AK
PSA25-3568CA
THIS AGREEMENT is made and entered into as of the l i day of ~w. , 2024, by and between the City of Carlsbad, California, a municipal corporation , hereinafter referred to as "City", and Tory R. Walker Engineering, Inc., a California corporation, hereinafter referred to as "Contractor."

RECITALS
A. City requires the professional services of a consulting firm that is experienced in water resources studies and engineering services.

B. The professional services are required on a non-exclu~ive, project-by-project basis.

C. Contractor has the necessary experience in providing professional services and advice related to water resources studies and 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 attac hed Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions.

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

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

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

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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PSA25-3568CA

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 seven hundred thousand dollars ($700,000). 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: DA7A3772-25DF-4412-B549-958E78588416 Nov. 12, 2024
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ATTACHMENT AK
PSA25-3568CA

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.

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PSA25-3568CA

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. 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.

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. 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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PSA25-3568CA

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.

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PSA25-3568CA

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. A CCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of 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. O WNERSHIP 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. CO

PYRIGHTS
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. N OTICES
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 Bryan Hill
Title Senior Contract Administrator Title Project Manager Dept Public Works Address 122 Civic Center Drive
CITY OF CARLSBAD Suite 206, Vista, CA 92084
Address 1635 Faraday Avenue Phone 760-414-9212 M: 858-204-9110 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. G

ENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times ob serve and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.

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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. CAL IFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.

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

22. D ISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.

Representatives of Contractor or 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. T

ERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to

City 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.

24. CO

VENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, Docusign Envelope ID: DA7A3772-25DF-4412-B549-958E78588416 thirty 30
Nov. 12, 2024
Item #2 Page 505 of 680

ATTACHMENT AK
PSA25-3568CA

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. CL

AIMS 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. J

URISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.

27. S

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

30. P

UBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, Docusign Envelope ID: DA7A3772-25DF-4412-B549-958E78588416 Nov. 12, 2024
Item #2 Page 506 of 680

ATTACHMENT AK
PSA25-3568CA

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.

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

Executed by Contractor this___________ day of _______________________, 2024.

Docusign Envelope ID: DA7A3772-25DF-4412-B549-958E78588416 October17
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Item #2 Page 507 of 680
Docusign Envelope ID: DA7A3772-25DF-4412-B549-958E78588416

CONTRACTOR
Tory R. Walker Engineering, Inc., a California
corporation
By:
(sign here)
Torrey R. Walker, President & CFO
(print name/title)
By:
(sign here)
(print name/title)

ATTACHMENT AK
PSA25-3568CA
CITY OF CARLSBAD, a municipal corporation of
the State of Califo rnia
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 empower ing the office r(s) signing to bind the corporation .

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _ C°{_l,U. __ ~--~----­
Assistant City Attorney
Nov. 12, 2024

Item #2 Page 508 of 680

ATTACHMENT AK
PSA25-3568CA

EXHIBIT A

SCOPE OF SERVICES AND FEES

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

A. Bridge or other front water structure scour analyses.

B. Coastal analyses and design.

C. Critical Coarse Sediment Yield Area (CCSYA) Analysis.

D. FIRM revisions or other FEMA maps or studies.

E. Hydrology and hydraulics studies.

F. Hydromodification, detention, and retention analyses and design.

G. Low Impact Design (LID) analyses and design.

H. Plan check and technical studies review for compliance.

I. Sediment transport analyses.

J. Storm drains system assessment and design.

K. Storm Water Pollution Prevention Plans (SWPPP).

L. Storm Water Quality Management Plans (SWQMP).

M. Sediment supply & demand projections.

N. Support with Dam Inundation Modeling.

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

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Item #2 Page 509 of 680
Rates valid through term of Agreement.

Associate EngineerTed Drury
Junior EngineerGrant Stilp
Project ManagerAlex Smith
Project ManagerTina Fransson
Project ManagerJohn Duewel $250
$200
$140
$250
$250
AdministrativeCassie Sparks $120
Tory R. Walker Engineering Staff Rates

HOURLY RATETITLESTAFF NAME
Principal in ChargeTory R. Walker $290
Project ManagerBryan Hill $250

ATTACHMENT B - RATE SCHEDULE
SECTION 6
Rincon Consultants Staff Rates

HOURLY RATETITLESTAFF NAME
PrincipalTorin Snyder $329
Senior Environmental ScientistCaitlyn Teague $255
Mileage Current IRS rate
Direct Costs Cost + 10%

RATEEXPENSE
Expenses
Attachment B - Rate Schedule
City of Carlsbad | Master Agreement for Consultant Services Category 12 - Water Resources Studies and Engineering
Docusign Envelope ID: DA7A3772-25DF-4412-B549-958E78588416 Nov. 12, 2024
Item #2 Page 510 of 680
RESOLUTION NO. 1751

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT, APPROVING 13 MASTER AGREEMENTS WITH

CONSULTING FIRMS TO PROVIDE PROFESSIONAL SERVICES IN AN AMOUNT NOT TO EXCEED $5,400,000
WHEREAS, the Carlsbad Municipal Water District Board has determined that securing access to a diverse pool of available consultants for professional services that facilitate timely completion of departmental and Capital Improvement Program projects is needed; and WHEREAS, staff posted a request for qualifications, then received and reviewed statements of qualifications for professional services consistent with the Carlsbad Municipal Code Section 3.28.060; and
WHEREAS, following a review and ranking of the statements of qualifications based on a weighted scoring system, staff recommend the firms most qualified in providing the best value to the Carlsbad Municipal Water District for the corresponding disciplines for the term Dec. 1, 2024, through Nov. 30, 2027, with an initial three -year agreement and two additional one-year extensions at the discretion of the Executive Manager :

1. Civil engineering (General), Kimley-Horn and Associates, Inc. (Attachment A)

2. Civil engineering (General), O'Day Consultants, Inc. (Attachment B)

3. Corrosion engineering, RF Yeager Engineering, Inc. (Attachment C)

4. Electrical engineering, BSE Engineering, Inc. (Attachment D)

5. Electrical engineering, Enterprise Engineering, Inc. (Attachment E

6. Environmental planning/ studies, Environmental Science Associates (Attachment F)

7. Environmental planning/studies, HELIX Environmental Planning, Inc. (Attachment G)

8. Financial services, Carollo Engineers, Inc. (Attachment H)

9. Financial services, Hoch Consulting, APC (Attachment I)

10. Utility locating/ potho ling, Underground Solutions, Inc. (Attachment J)

11. Water resources studies and engineering, Dudek (Attachment K)

12. Water resources studies and engineering, NVS, Inc. (Attachment L)

13. Water and recycled water planning, Hoch Consulting, APC (Attachment M) NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of the City of Carlsbad, California, as follow s:

1. That the above recitations are true and correct.

2. That the attached 13 master agreements are hereby appro ved in a total amount not to exceed $5,400,000.

Exhibit 2
Nov. 12, 2024
Item #2 Page 511 of 680

3. That the President is hereby authorized and directed to execute the attached 13 master agreements on behalf of the Carlsbad Municipal Water District Board.

4. That the Executive Manager, or designee, is authorized to sign, on behalf of the Carlsbad Municipal Water District, future project task descriptions and fee allotments issued under these master agreements.

5. That the Executive Manager is further authorized to execute amendments to extend the agreements for up to two additional one-year periods, or portions thereof.

PASSED, APPROVED AND ADOPTED at a Special Meeting of the Board of Directors of the Carlsbad Municipal Water District of the City of Carlsbad on the 12th day of November, 2024, by the following vote, to wit:

AYES:

NAYS:

ABSTAIN:

ABSENT:

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

NONE.

NONE.

NONE.

KEITH BLACKBURN, President
SHERRY FREISINGER, Secretary
(SEAL)
Nov. 12, 2024
Item #2 Page 512 of 680
Oocusign Envelope ID: 004499E6 -9C60-4A7A-9E69-4883CA946741

MASTER AGREEMENT FOR

CIVIL ENGINEERING (GENERAL) SERVICES
KIMLEY-HORN AND ASSOCIATES, INC.

ATTACHMENT A
PSA25-3533CA
THIS AGREEMENT is made and entered into as of the '~ day of N,bV · , 2024, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", Kimley-Horn and Associates, Inc., a North Carolina corporation, hereinafter referred to as "Contractor."

RECITALS
A. CMWD requires the professional services of a consulting firm with expertise in general civil engineering services.

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

C. Contractor possesses the necessary experience in providing professional services and expertise in general civil engineering.

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

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

1. SCOPE OF WORK
CMWD retains Contractor to perfo rm, and Contractor agrees to render, t hose services (the "Services") that are defined in attached Exhibit "A", which is incorporated by t his reference in accordance with this Agreement's term s and conditions.

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

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

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

Nov. 12,2024 Item #2 Page 513 of 680

ATTACHMENT A
PSA25-3533CA

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

5. 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, CMWD shall prepare a Project Task Desc ription and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD , the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular proj ect being considered and a statemen t 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 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 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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ATTACHMENT A
PSA25-3533CA

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

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

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

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











 


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ATTACHMENT A
PSA25-3533CA

10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the 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.

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

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

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its office rs, 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 willfu l 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 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 an y payment, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.

13. 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 Na tional Association of Insu rance 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 











 


Nov. 12, 2024
Item #2 Page 516 of 680

ATTACHMENT A
PSA25-3533CA

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.

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 CMWD’s satisfaction, a declaration stating this.

13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. 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 CMWD will be named as an additional in sured on General Liability which shall provide primary coverage to CMWD.

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

13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher 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 the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days pr ior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.

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

13.4 Failure to Maintain Coverage. If Contractor fa ils to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing poli cies in order to maintain the required coverages.

Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD 











 


Nov. 12, 2024
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ATTACHMENT A
PSA25-3533CA

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

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

14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.

15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Cont ractor 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 CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.

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

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

For CMWD: For Contractor:

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

CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Avenue Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

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Nov. 12, 2024
Item #2 Page 518 of 680

ATTACHMENT A
PSA25-3533CA

19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.

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

20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 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 CMWD will reduce such questions, and their respective views, to writing.

A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended 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, alth ough 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 pros ecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agre ement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD addres s contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement.

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

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











 





Nov. 12, 2024
Item #2 Page 519 of 680

ATTACHMENT A
PSA25-3533CA

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

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

27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement no r any part of it nor any monies due or to become due under it may be assigned by Contractor with out the prior consent of CMWD, which shall not be unreasonably withheld.

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

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












 


Nov. 12, 2024
Item #2 Page 520 of 680

ATTACHMENT A
PSA25-3533CA

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 i n t h i s c o n t r a c t a t t h e s a m e p r i c e s , t e r m s , a n d 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 acceptan ce. 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. 











 




 
Nov. 12, 2024
Item #2 Page 521 of 680
Docusign Envelope ID: DD4499E6-9C60-4A7A-9E69-4883CA946741

CONTRACTOR
Kimley-Horn and Associates, Inc., a North
Carolina corporation
By:

Megan R. Ulery, Vice-President
(print name/title)
(sign here)
(print name/title)

ATTACHMENT A
PSA25-3533CA
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
By:

Keith Blackburn, President
ATTEST:

SHERRY FREISINGER, Secretary
By:

Deputy Secretary
Proper notarial acknowled gment 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 atta ch a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporat ion.

APPROVED AS TO FORM:

CINDIE K. McMAHON , City Attorney
BY: bi!M. f\u"ru,-tl-
. ·--·-·-··· _____ :al Counsel

Nov. 12,2024 Item #2 Page 522 of 680

ATTACHMENT A
PSA25-3533CA

EXHIBIT A

SCOPE OF SERVICES AND FEES

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

A. Roadway Design.

B. Parkway Design.

C. Site Design.

D. Roundabout Design.

E. Visual Simulations.

F. Intelligent Transportation Systems.

G. ADA Design / Inspection.

H. Stormwater Engineering (Civil Design).

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













 


Nov. 12, 2024
Item #2 Page 523 of 680
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DISCIPLINE CATEGORY 2. CIVIL ENGINEERING
City of Carlsbad ƒ GMOC80034.2024 ƒ 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 524 of 680
Docusign Envelope ID: 41A66835-3E89-47DD-A385-164CC599EA8D

MASTER AGREEMENT FOR

CIVIL ENGINEERING (GENERAL) SERVICES
O'DAY CONSULTANTS, INC.

ATTACHMENT B
PSA25-3534CA
THIS AGREEMENT is made and entered into as of the \ j day of Nt>\) • . 2024. by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the. City of Carlsbad, hereinafter referred to as "CMWD", O'Day Consultants, Inc., a California corporation, hereinafter referred to as "Contractor."

RECITALS
A. CMWD requires the professional services of a consulting firm with expert ise in general civil engineering services.

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

C. Contractor possesses the necessary experience in providing professional services and expertise in general civil engineering .

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

NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein.

CMWD and Contractor agree as follows:

1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by 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 customa rily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

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

Nov. 12,2024 Item #2 Page 525 of 680

ATTACHMENT B
PSA25-3534CA

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

5. CO

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

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.

Docusign Envelope ID: 41A66835-3E89-47DD-A3B5-164CC599EA8D Nov. 12, 2024
Item #2 Page 526 of 680

ATTACHMENT B
PSA25-3534CA

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

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

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

8. S

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

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

9. CO

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

Docusign Envelope ID: 41A66835-3E89-47DD-A3B5-164CC599EA8D Nov. 12, 2024
Item #2 Page 527 of 680

ATTACHMENT B
PSA25-3534CA

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

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

11. O

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

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

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

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

13. I

NSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, rep resentatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

13.1 Co
verages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations Docusign Envelope ID: 41A66835-3E89-47DD-A3B5-164CC599EA8D Nov. 12, 2024
Item #2 Page 528 of 680

ATTACHMENT B
PSA25-3534CA

under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any requ ired insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.

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

13.1 .1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

13.1 .2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.

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

13.1 .4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.

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

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

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

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

13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.

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

13.4 Fa ilure to Maintain Coverage . If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages.

Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Docusign Envelope ID: 41A66835-3E89-47DD-A3B5-164CC599EA8D Nov. 12, 2024
Item #2 Page 529 of 680

ATTACHMENT B
PSA25-3534CA

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

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

14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.

15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

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

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

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

For CMWD: For Contractor:

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

CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Avenue Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

Beth Reiter
Project Manager
2710 Loker Avenue West, Suite 100
Carlsbad, CA 92010
760-931-7700 ext. 323 m: 858-232-4580
[email protected]
Docusign Envelope ID: 41A66835-3E89-47DD-A3B5-164CC599EA8D Nov. 12, 2024
Item #2 Page 530 of 680

ATTACHMENT B
PSA25-3534CA

19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.

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

20. CAL IFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.

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

22. D ISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.

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

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

23. T

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

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

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

Docusign Envelope ID: 41A66835-3E89-47DD-A3B5-164CC599EA8D thirty (30)
Nov. 12, 2024
Item #2 Page 531 of 680

ATTACHMENT B
PSA25-3534CA