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 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 the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Ag reement 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 subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name Mark D͘Jugar, PE, TE, PTOE Title Senior Contract Administrator Title ƐƐŝƐƚĂŶƚsŝĐĞWƌĞƐŝĚĞŶƚ Dept Public Works Address 5620 Friars Road
CITY OF CARLSBAD San Diego, CA 92110
Address 1635 Faraday Avenue Phone 619-291-0707 ext. 1535 M: 619-977-6537
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
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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 subj ect 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 Contract or 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
ƚŚŝƌƚLJ (ϯϬ) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
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
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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 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 th is 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
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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 connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the in struments 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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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of traffic engineering related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:
A. Traffic Calming Studies/Implementation.
B. Traffic Signal Modification and Design.
C. Traffic Signal Timing and Coordination Plans.
D. Signing and Striping Design.
E. Traffic counts and Data Collection.
F. Intersection Control Evaluation.
Requests for work not listed above must be contracted under separate agreement.
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1 Since this solicitation is for As-Needed/On-Call services the fee schedules provide hourly rates for positions. At the Task Order stage, hourly rates and position will be provided for each team member. rovide hourly
each team m
Hourly Rates – California Offices
March 1, 2024 – August 30, 2024
_______________________________________________________________________________________________________________________________ ______ Rates subject to change for prevailing wage contracts.
When authorized, overtime shall be charged at the listed rates times 1.5.
Unless otherwise agreed upon, we shall charge for printing, reproduction, deliveries, transportation, and other expenses.
A fifteen (15) percent fee for administration, coordination and handling will be added to all subcontracted services.
Page xx of xx
Principal Consultant (Special Projects) .............................. $300.00 Principal .............................................................................. 290.00 Associate Principal .............................................................. 270.00 Associate/Manager ............................................................. 250.00 Expert Witness ..................................................................... 450.00 Court Appearance per half day or part............................... 1,800.00 Senior Project Manager/Engineering Manager ................. $ 245.00 Principal Project Engineer/Manager .................................... 230.00 Associate Project Engineer/Manager ................................... 205.00 Assistant Project Engineer/Manager .................................... 190.00 Principal Engineering Designer ........................................... 170.00 Associate Engineering Designer .......................................... 150.00 Assistant Engineering Designer .......................................... 135.00 Principal Engineering Drafter ............................................. 130.00 Associate Engineering Drafter ............................................ 120.00 Assistant Engineering Drafter ............................................ 110.00 Senior Technical Manager .................................................. 195.00 Senior Transportation/Traffic Engineer ............................. $ 240.00 Principal Transportation/Traffic Engineer ........................... 230.00 Associate Transportation/Traffic Engineer .......................... 205.00 Assistant Transportation/Traffic Engineer ........................... 190.00 Principal Transportation/Traffic Designer ........................... 170.00 Associate Transportation/Traffic Designer .......................... 150.00 Assistant Transportation/Traffic Designer .......................... 135.00 Principal Planner II ............................................................ $ 220.00 Principal Planner I .............................................................. 205.00 Senior Planner II .................................................................. 190.00 Senior Planner I ................................................................... 180.00 Associate Planner ............................................................... 160.00 Assistant Planner ................................................................ 140.00 Planning Technician ........................................................... 120.00 Principal Project Landscape Architect/Manager .............. $ 205.00 Associate Project Landscape Architect/Manager .............. 185.00 Assistant Project Landscape Architect/Manager ............... 165.00 Principal Landscape/Urban Designer ................................. 140.00 Associate Landscape/Urban Designer ............................... 130.00 Assistant Landscape/Urban Designer ................................ 115.00 Director of Environmental Planning Services .................. $ 245.00 Principal Environmental Project Manager .......................... 210.00 Associate Environmental Project Manager ....................... 195.00 Assistant Environmental Project Manager ....................... 180.00 Principal Environmental Planner/Analyst ........................ 165.00 Associate Environmental Planner/Analyst ....................... 145.00 Assistant Environmental Planner/Analyst .......................... 125.00 Environmental Technician .................................................. 110.00 Principal Water Resources Engineer/Manager .................. $ 235.00 Principal Water Resources Designer ................................... 170.00 Associate Water Resources Designer .................................. 150.00 Assistant Water Resources Designer .................................. 135.00 Principal Stormwater Project Manager ............................. $ 200.00 Associate Stormwater Project Manager .............................. 185.00 Assistant Stormwater Project Manager ............................. 165.00 Principal Stormwater Specialist ........................................ 145.00 Associate Stormwater Specialist ....................................... 135.00 Assistant Stormwater Specialist ........................................ 120.00 GIS Manager ..................................................................... $200.00 GIS Asset Manager .............................................................. 195.00 GIS Programmer ................................................................ 170.00 Principal GIS Project Manager .......................................... 190.00 Associate GIS Project Manager ........................................... 175.00 Assistant GIS Project Manager .......................................... 160.00 Principal GIS Analyst ........................................................ 150.00 Associate GIS Analyst ....................................................... 140.00 Assistant GIS Analyst ........................................................ 125.00 Graphics Designer .............................................................. 145.00 CAD Manager ..................................................................... 180.00 Field Supervisor ............................................................... $ 220.00 One-person Survey Party ................................................... 180.00 One-person Survey Party with Robotics ............................ 230.00 Two-person Survey Party ................................................... 280.00 Three-person Survey Party ................................................ 380.00 3D Laser Scanning Crew (One-Person) ............................ $ 210.00 3D Laser Scanning Crew (Two Person) ............................. 310.00 Principal 3D Laser Scanning Project Manager ................. $ 200.00 Associate 3D Laser Scanning Project Manager .................. 175.00 Assistant 3D Laser Scanning Project Manager ................... 165.00 Principal 3D Laser Scanning Specialist .............................. 145.00 Associate 3D Laser Scanning Specialist ............................. 135.00 Assistant 3D Laser Scanning Specialist .............................. 125.00 Principal 3D Laser Scanning Technician ............................. 115.00 Associate 3D Laser Scanning Technician ........................... 105.00 Assistant 3D Laser Scanning Technician .............................. 95.00 Photogrammetry Supervisor .............................................. $185.00 Principal Photogrammetrist ............................................... 160.00 Associate Photogrammetrist ............................................... 130.00 Assistant Photogrammetrist ................................................ 120.00 Principal Survey Analyst ................................................... $195.00 Associate Survey Analyst ................................................... 160.00 Assistant Survey Analyst ..................................................... 130.00 Associate Project Administrator ....................................... $ 100.00 Assistant Project Administrator ............................................ 80.00 Administrative Assistant/Manager........................................ 85.00
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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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PSA25-3557CA
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoid able delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursua nt to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a projec t-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibi t “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.
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 ac companying 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.
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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is r equired to create a free web-based Procore user account(s) and utilize web-based training / tutorial s (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contra ctor shall process all project documents through Procore because this platform will be used to submit , track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor provid e mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to pr ovide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an e mployee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreemen t will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation t o w h i c h C o n t r a c t o r i s e n t i t l e d . C i t y w i l l n o t m a k e a n y f e d e r a l o r s t a t e t a x w i t h h o l d i n g s o n b e h a l f o f Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders , the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Se rvices without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the perso ns either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions of persons directly employed by Contractor.
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Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City.
11. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, em ployees and volunteers from and against all claims, damages, losses and expenses in cluding attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employ ed by any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defe nd, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Se ction 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdictio n. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the durati on 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 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 Contra ctor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate lim it shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an auto mobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compens ation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omission s liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Covera ge must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limi ts maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during th e life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insura nce and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fa ils to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obta in or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its ag ents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontr actors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name Jason Stack
Title Senior Contract Administrator Title TE, PTOE, President Dept Public Works Address 5865 Avenida Encinas, Suite 142-B CITY OF CARLSBAD Carlsbad, CA 92008
Address 1635 Faraday Avenue Phone 760-602-4290
Carlsbad, CA 92008 Email 714-315-4640
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
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 obse rve 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 limi ted to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lb s. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles ma y therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended meth od of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to th e aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, 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 prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contra ctor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services cont emplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. Ci ty will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreem ent completed. Based upon that finding City will determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) 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 deliv er 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,
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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 ma y be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of informatio n. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its li tigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) ye ars. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competen t jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement no r any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
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,
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and shall be contingent upon Contractor's acceptance . Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financ ial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the inst ruments 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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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of traffic engineering related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:
A. Traffic Calming Studies/Implementation.
B. Traffic Signal Modification and Design.
C. Traffic Signal Timing and Coordination Plans.
D. Signing and Striping Design.
E. Traffic counts and Data Collection.
F. Intersection Control Evaluation.
Requests for work not listed above must be contracted under separate agreement.
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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 pursuan t 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 comp lete 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 re quested 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 a nd land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 records, 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, impr ove quality and safety, and maintain a healthy team
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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 documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor 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 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 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 t o w h i c h C o n t r a c t o r i s e n t i t l e d . C i t y w i l l n o t m a k e a n y f e d e r a l o r s t a t e t a x w i t h h o l d i n g s o n b e h a l f o f Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRA CTING
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 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 the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, 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 subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
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.
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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 subj ect 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 Contract or 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,
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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 th is 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,
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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 in struments 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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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of transportation 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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p / 18CITY OF CARLSBAD • MASTER SERVICES AGREEMENT FOR CONSULTANTS / NUMBER: RFQ24-3430CA
COST PROPOSAL
CRA P#2024.089
10. Transportation Planning
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE (TRANSPORTATION PLANNING) Prices valid through Term of Agreement ;ĮƌƐƚƚŚƌĞĞLJĞĂƌƐͿ STAFF
NAME TITLE HOURLY RATE
1. dŽŶLJDĞŶĚŽnjĂ Principal III $415.00
2. DŽŶŝƋƵĞŚĞŶ͕W
Principal II $350.00
3. :ĞŶŶLJŶ͕>
'ƌĞĞŶ͕
Z͕>/͕W& Senior Planner III $270.00
4. DĂƩŚĞǁWĂƌƌĞŶƚ͕/W Senior Planner II $245.00
5. ŶĚƌĞǁWƌĞƐĐŽƩ͕/W Senior Planner I $215.00
6. ^ĂƐŚĂ:ŽǀĂŶŽǀŝĐ͕/W Senior Planner I $215.00
7. ĂƚĂůůĂŐŚĂŶ͕/W Associate Planner III $200.00
8. ŶĂ'ĂƌĂƚĞ Assistant Planner II $160.00
9. ƌŝĐ^ŝŶĚĞů Assistant Planner II $160.00
10. ŶŶĂďĞů'ƌĞĂůŝƐŚ Assistant Planner I $145.00
11. WŚƵŽŶŐEŐƵLJĞŶ͕W
^ĞŶŝŽƌ
ŶŐŝŶĞĞƌ/// $285.00
12. :ŽŶĂƚŚĂŶ^ĂŶĐŚĞnj͕W
^ĞŶŝŽƌ
ŶŐŝŶĞĞƌ/ $245.00
13. :ŽƐĞƉŚWĞƌĞnj͕
/d ƐƐŽĐŝĂƚĞ
ŶŐŝŶĞĞƌ// $190.00
14. ƌŝƐƟĂŶĞůŵƵĚĞnj ƐƐŽĐŝĂƚĞ
ŶŐŝŶĞĞƌ/ $175.00
15. ^ĐŽƩĂƌƚǁƌŝŐŚƚ͕W
Senior Professional II $295.00
16. ZŽďĞƌƚŽZƵŝnj-^ĂůĂƐ͕W
Senior Professional I $265.00
17. &ŽƌƌĞƐƚĂŬĞƌ͕W
Professional II $225.00
18. ,ĂŝůĞLJdLJƐŽŶ͕W
Professional I $210.00
EXPENSES
DESCRIPTION COST
1. DŝůĞĂŐĞ ƵƌƌĞŶƚZĂƚĞƉĞƌ/Z^
2. ZĞƉƌŽĚƵĐƟŽŶ Services ƚŽƐƚ + 5%
3. /Ŷ,ŽƵƐĞWůŽƫŶŐ;DLJůĂƌͿ ΨϮϬ͘ϬϬƉĞƌ -ƐŝnjĞƐŚĞĞƚ
4. In ,ŽƵƐĞWůŽƫŶŐ;ŽŶĚͿ ΨϭϬ͘ϬϬƉĞƌ -ƐŝnjĞƐŚĞĞƚ
10. Transportation Planning
Nov. 12, 2024 Item #2 Page 395 of 680
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Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoid able delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. 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 projec t-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.
If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a writte n request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or
5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification ac companying 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. 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 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, ve rifying and certifying payroll records, 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 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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is r equired to create a free web-based Procore user account(s) and utilize web-based training / tutorial s (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contra ctor shall process all project documents through Procore because this platform will be used to submit , track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor provid e mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 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. 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 e mployee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreemen t will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation t o w h i c h C o n t r a c t o r i s e n t i t l e d . C i t y w i l l n o t m a k e a n y f e d e r a l o r s t a t e t a x w i t h h o l d i n g s o n b e h a l f o f Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. 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 Se rvices without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the perso ns either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions of persons directly employed by Contractor.
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PSA25-3563CA
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, em ployees and volunteers from and against all claims, damages, losses and expenses incl uding attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the 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 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 durati on of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Co ntractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted 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 Nation al 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 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 Contra ctor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate lim it shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an auto mobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compens ation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omission s liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Covera ge must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limi ts maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during th e life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 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 Failure to Maintain Coverage. If Contractor fa ils to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obta in or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
13.5 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. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its ag ents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontr actors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works Address
CITY OF CARLSBAD
Address 1635 Faraday Avenue Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
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 obse rve 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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Nov. 12, 2024 Item #2 Page 401 of 680
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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 limi ted to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lb s. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles ma y therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended meth od of resolution within ten (10) business days. If the resolution thus obtained is uns atisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, al though nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contra ctor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services cont emplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. Ci ty will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreem ent completed. Based upon that finding City will determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) 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 deliv er it to City. Contractor will be paid for work performed to the termination date; ho wever, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
Nov. 12, 2024 Item #2 Page 402 of 680
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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 ma y be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of informatio n. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its li tigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) ye ars. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competen t jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement no r any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
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,
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ATTACHMENT AC
PSA25-3563CA
and shall be contingent upon Contractor's acceptance . Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financ ial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the inst ruments 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 404 of 680
ATTACHMENT AC
PSA25-3563CA
EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of transportation planning rela ted tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:
A. Transportation impact analysis study preparation and review.
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.
Nov. 12, 2024 Item #2 Page 406 of 680
Master Services Agreement Rate Schedule
Discipline 10: Transportation Planning
RFQ24-3430CA
Fehr & Peers Rate Schedule
STAFF
Name Title Hourly Rate
1 Katy Cole, PE Principal $330
2 Sohrab Rashid, TE Principal $340
3 Claude Strayer, PE Principal $310
4 Chelsea Richer, AICP Principal $310
5 Spencer Reed, PE Senior Associate $285
6 Kendra Rowley, PE Associate $265
7 Jeremiah LaRose, AICP Associate $275
8 Angelica Rocha, AICP Senior Engineer/Planner $225
9 Shane Russell Senior Engineer/Planner $210
10 Andrew Scher Senior Engineer/Planner $215
11 Emily Turner Senior Engineer/Planner $205
12 Kellie Dugdale Senior Engineer/Planner $205
13 Ali Ahmadi Senior Engineer/Planner $210
14 Amir Reza Sadeghi Engineer/Planner $180
15 Nicole Matteson Engineer/Planner $170
16 Administrative Support Administrative Support $160
EXPENSES
Description Cost %Markup
1 Transportation Data
Collection Vendor Services
Provided by National Data Services,
Quality Counts, and IDAX. Cost varies
based on specific counts requested.
Detailed cost estimates will be obtained as
needed and will be compared to maximize
value to City.
10%
2 Other Direct
Costs/Reimbursables
Cost 10%
3 Mileage Set annually as determined by IRS.
$0.67/mile as of 2024
0%
4 Voice & Data/Technology 5% of project labor 0%
Nov. 12, 2024 Item #2 Page 407 of 680
PSA25-3562CA
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 pursuan t 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 comp lete 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 re quested 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 a nd land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 records, 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, impr ove quality and safety, and maintain a healthy team
Nov. 12, 2024 Item #2 Page 409 of 680
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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 documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor 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 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 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 t o w h i c h C o n t r a c t o r i s e n t i t l e d . C i t y w i l l n o t m a k e a n y f e d e r a l o r s t a t e t a x w i t h h o l d i n g s o n b e h a l f o f Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements.
10. 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.
Nov. 12, 2024 Item #2 Page 410 of 680
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 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 the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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Nov. 12, 2024 Item #2 Page 411 of 680
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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.
Nov. 12, 2024 Item #2 Page 412 of 680
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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, documents, proceedings, and activities related to the Ag reement 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 subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
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.
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Nov. 12, 2024 Item #2 Page 413 of 680
PSA25-3562CA
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 subj ect 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 Contract or 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,
Nov. 12, 2024 Item #2 Page 414 of 680
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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 th is 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,
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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 inst ruments 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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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of transportation 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.
Nov. 12, 2024 Item #2 Page 418 of 680
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DISCIPLINE CATEGORY 10. TRANSPORTATION PLANNING
City of Carlsbad GMOC80034.2024 ii
Kimley-Horn and Associates, Inc.
____________________________________
Hourly Labor Rate Schedule
Classification Rate
Analyst I $120 - $175
Analyst II $160 - $215
Professional $185 - $250
Senior Professional I $240 - $340
Senior Professional II $335 - $440
Senior Technical Support $180 - $320
Technical Support $100 - $190
Support Staff $80 - $155
BR00PUDIS.A.CCT
Effective through December 31, 2027. Subject to annual adjustment thereafter.
Internal Reimbursable Expenses will be billed at 5% of Labor Billings.
External Reimbursable Expenses will be billed at 10% mark-up, or per the Contract.
Allowed mileage will be billed at the Federal Rate.
Sub-Consultants will be billed at 10% mark-up, or per the Contract.
Nov. 12, 2024 Item #2 Page 419 of 680
ATTACHMENT AE
PSA25-3560CA
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoid able delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. 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 projec t-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.
If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a writte n request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or
5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification ac companying 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. 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 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, ve rifying and certifying payroll records, 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 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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is r equired to create a free web-based Procore user account(s) and utilize web-based training / tutorial s (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contra ctor shall process all project documents through Procore because this platform will be used to submit , track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor provid e mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 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. 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 e mployee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreemen t will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation t o w h i c h C o n t r a c t o r i s e n t i t l e d . C i t y w i l l n o t m a k e a n y f e d e r a l o r s t a t e t a x w i t h h o l d i n g s o n b e h a l f o f Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. 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 Se rvices without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the perso ns either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions of persons directly employed by Contractor.
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Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City.
11. 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, em ployees and volunteers from and against all claims, damages, losses and expenses incl uding attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the 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 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 durati on of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Co ntractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted 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 Nation al 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 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 Contra ctor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate lim it shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an auto mobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compens ation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omission s liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Covera ge must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limi ts maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during th e life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 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 Failure to Maintain Coverage. If Contractor fa ils to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obta in or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
13.5 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. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its ag ents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontr actors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works Address
CITY OF CARLSBAD
Address 1635 Faraday Avenue Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
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 obse rve 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 limi ted to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lb s. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles ma y therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended meth od of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to th e aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, 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 prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contra ctor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services cont emplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. Ci ty will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreem ent completed. Based upon that finding City will determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) 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 deliv er it to City. Contractor will be paid for work performed to the termination date; ho wever, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
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percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor ma y be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of informatio n. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its li tigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) ye ars. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competen t jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement no r any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.
28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
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,
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and shall be contingent upon Contractor's acceptance . Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financ ial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the inst ruments 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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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of transportation planning rela ted tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following:
A. Transportation impact analysis study preparation and review.
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 7UDI¿FDQG&LYLO(QJLQHHU 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 3URMHFW&RQWUROV2I¿FH6XSSRUW 2I¿FH6XSSRUW $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
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dŚĞĐƵŵƵůĂƚŝǀĞƚŽƚĂůĨŽƌĂůůƉƌŽũĞĐƚƐĂůůŽǁĞĚƉƵƌƐƵĂŶƚƚŽƚŚŝƐ ŐƌĞĞŵĞŶƚǁŝůůŶŽƚĞdžĐĞĞĚĨŽƵƌŚƵŶĚƌĞĚ ƚŚŽƵƐĂŶĚ ĚŽůůĂƌƐ ;ΨϰϬϬ͕ϬϬϬͿ͘ &ĞĞƐ ǁŝůů ďĞ ƉĂŝĚ ŽŶ Ă ƉƌŽũĞĐƚͲďLJͲƉƌŽũĞĐƚ ďĂƐŝƐ ĂŶĚ ǁ ŝ ů ů ď Ğ ď Ă Ɛ Ğ Ě Ž Ŷ ŽŶƚƌĂĐƚŽƌ͛Ɛ ^ĐŚĞĚƵůĞ ŽĨ ZĂƚĞƐ ƐƉĞĐŝĨŝĞĚ ŝŶ
džŚŝďŝƚ ͘͟͞ WƌŝŽƌ ƚŽ ŝŶŝƚŝĂƚŝŽŶ ŽĨ ĂŶLJ ƉƌŽũĞĐƚ ǁŽƌŬ ďLJ ŽŶƚƌĂĐƚŽƌ͕ŝƚLJƐŚĂůůƉƌĞƉĂƌĞĂWƌŽũĞĐƚdĂƐŬĞƐĐƌŝƉƚŝŽŶĂŶĚ&ĞĞůůŽƚŵĞŶƚ;ƚŚĞΗdĂƐŬĞƐĐƌŝƉƚŝŽŶΗͿǁŚŝĐŚ͕ ƵƉŽŶƐŝŐŶĂƚƵƌĞďLJŽŶƚƌĂĐƚŽƌĂŶĚĨŽƌŝƚLJ͕ƚŚĞŝƚLJDĂŶĂŐĞƌŽƌ ŝƌĞĐƚŽƌ͕ǁŝůůďĞĐŽŶƐŝĚĞƌĞĚĂƉĂƌƚŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚ͘dŚĞdĂƐŬĞƐĐƌŝƉƚŝŽŶǁŝůůŝŶĐůƵĚĞĂĚĞƚĂŝůĞĚƐĐŽƉĞŽ ĨƐĞƌǀŝĐĞƐĨŽƌƚŚĞƉĂƌƚŝĐƵůĂƌƉƌŽũĞĐƚďĞŝŶŐ ĐŽŶƐŝĚĞƌĞĚĂŶĚĂƐƚĂƚĞŵĞŶƚŽĨŽŶƚƌĂĐƚŽƌΖƐĨĞĞƚŽĐŽŵƉůĞƚĞƚŚĞ ƉƌŽũĞĐƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐƉĞĐŝĨŝĞĚ ƐĐŽƉĞŽĨƐĞƌǀŝĐĞƐ͘dŚĞdĂƐŬĞƐĐƌŝƉƚŝŽŶǁŝůůĂůƐŽŝŶĐůƵĚĞĂĚĞƐ ĐƌŝƉƚŝŽŶŽĨƚŚĞŵĞƚŚŽĚŽĨƉĂLJŵĞŶƚĂŶĚǁŝůů ďĞďĂƐĞĚƵƉŽŶĂŶŚŽƵƌůLJƌĂƚĞ͕ƉĞƌĐĞŶƚĂŐĞŽĨƉƌŽũĞĐƚĐŽŵƉůĞƚĞ͕Đ ŽŵƉůĞƚŝŽŶŽĨƐƉĞĐŝĨŝĐƉƌŽũĞĐƚƚĂƐŬƐŽƌĂ ĐŽŵďŝŶĂƚŝŽŶƚŚĞƌĞŽĨ͘
/ĨƚŚĞŝƚLJŽƌDtĞůĞĐƚƚŽĞdžƚĞŶĚƚŚĞƚĞƌŵŽĨƚŚĞDĂƐƚĞƌ^Ğƌǀ ŝĐĞƐŐƌĞĞŵĞŶƚ͕ĂĚũƵƐƚŵĞŶƚƐƚŽƚŚĞƌĂƚĞ ƐĐŚĞĚƵůĞŵĂLJďĞƉĞƌŵŝƚƚĞĚ͘hƉŽŶƌĞ ĐĞŝƉƚŽĨĂǁƌŝƚƚĞŶƌĞƋƵĞƐƚĨƌ ŽŵƚŚĞŽŶƚƌĂĐƚŽƌ͕ƚŚĞŝƚLJŽƌDt ŵĂLJ ĐŽŶƐŝĚĞƌ ĂƉƉƌŽǀŝŶŐ Ă ƌĂƚĞ ƐĐŚĞĚƵůĞ ŝŶĐƌĞĂƐĞ͘ ZĂƚĞ ƐĐŚĞĚƵůĞŝŶĐƌĞĂƐĞƐ ǁŝůů ďĞ ĐŽŶƐŝĚĞƌĞĚ ĨŽƌ ĞĂĐŚ ĂŶŶŝǀĞƌƐĂƌLJ ŽĨ ƚŚĞ ŐƌĞĞŵĞŶƚ ĞĨĨĞĐƚŝǀĞ ĚĂƚĞ ĂĨƚĞƌ ƚŚĞ ŝŶŝƚŝĂů ƚŚƌĞĞͲLJĞĂƌ ƚĞƌŵ͘ Ŷ ŝŶĐƌĞĂƐĞ ƚŽ ƚŚĞ ƌĂƚĞ ƐĐŚĞĚƵůĞǁŝůůďĞĐĂůĐƵůĂƚĞĚďĂƐĞĚŽŶƚŚĞƉƌŽĐĞĞĚŝŶŐϭϮͲŵŽŶƚŚƉĞƌĐĞŶƚĂŐĞĐŚĂŶŐĞŝŶƚŚĞŽŶƐƵŵĞƌWƌŝĐĞ /ŶĚĞdž͕^ĂŶŝĞŐŽƌĞĂ͕ĨŽƌůůhƌďĂŶƵƐƚŽŵĞƌƐ;W/ͲhͿ͕ĂƐƌĞƉ ŽƌƚĞĚďLJƚŚĞƵƌĞĂƵŽĨ>ĂďŽƌ^ƚĂƚŝƐƚŝĐƐŽƌ ϱ͘Ϭй͕ǁŚŝĐŚĞǀĞƌŝƐůŽǁĞƌ͘/ĨƚŚĞW/ͲhŝƐĂŶĞŐĂƚŝǀĞŶƵŵďĞƌ͕ƚŚ ĞŶƚŚĞƌĂƚĞƐĐŚĞĚƵůĞǁŝůůŶŽƚďĞĂĚũƵƐƚĞĚ ĨŽƌƚŚĂƚLJĞĂƌ͘dŚĞŽŶƚƌĂĐƚŽƌŵƵƐƚƐƵďŵŝƚĂƌĞƋƵĞƐƚĂŶĚũƵƐƚŝĨŝĐĂƚŝŽŶƚŽŝŶĐƌĞĂƐĞƚŚĞƌĂƚĞƐĐŚĞĚƵůĞĂƚůĞĂƐƚ ƐŝdžƚLJĚĂLJƐƉƌŝŽƌƚŽƚŚĞĂŶŶŝǀĞƌƐĂƌLJŽĨƚŚĞĞĨĨĞĐƚŝǀĞĚĂƚĞ͕ĂƐƐƵ ŵŝŶŐƚŚĞŝƚLJŽƌDtŽƉƚƚŽĞdžƚĞŶĚƚŚĞ DĂƐƚĞƌ ^ĞƌǀŝĐĞƐ ŐƌĞĞŵĞŶƚ͘ dŚĞ ũƵƐƚŝĨŝĐĂƚŝŽŶ ĂĐĐŽŵƉĂŶLJŝŶŐ ƚŚĞ ǁ ƌŝƚƚĞŶ ƌĞƋƵĞƐƚ ƐŚŽƵůĚ ĚĞƚĂŝů ƚŚĞ ƌĂƚŝŽŶĂůĞĨŽƌƚŚĞƌĞƋƵĞƐƚĞĚĂĚũƵƐƚŵĞŶƚ͕ĂŶĚƚŚĞƌĞƋƵĞƐƚĞĚĂĚũƵƐ ƚŵĞŶƚĂŵŽƵŶƚ͕ƐƵƉƉŽƌƚĞĚďLJƌĞůĞǀĂŶƚ ĚŽĐƵŵĞŶƚĂƚŝŽŶ;Ğ͘Ő͕͘W/ͲhŽƌϱ͘Ϭй͕ǁŚŝĐŚĞǀĞƌŝƐůĞƐƐͿ͘ƉƉƌŽǀĂ ůŽĨƌĂƚĞƐĐŚĞĚƵůĞŝŶĐƌĞĂƐĞďLJƚŚĞŝƚLJŽƌ DtŵƵƐƚďĞĚŽĐƵŵĞŶƚĞĚŝŶĂŶĂŵĞŶĚŵĞŶƚƚŽƚŚĞŐƌĞĞŵĞŶƚ͘
ϲ͘ WZ
s/>/E't'
Zd
^
ŶLJĐŽŶƐƚƌƵĐƚŝŽŶ͕ĂůƚĞƌĂƚŝŽŶ͕ĚĞŵŽůŝƚŝŽŶ͕ƌĞƉĂŝƌ͕ĂŶĚŵĂŝŶƚĞŶĂŶĐĞǁŽƌŬ͕ŝŶĐůƵĚŝŶŐǁŽƌŬƉĞƌĨŽƌŵĞĚĚƵƌŝŶŐ ĚĞƐŝŐŶĂŶĚƉƌĞĐŽŶƐƚƌƵĐƚŝŽŶƐƵĐŚĂƐŝŶƐƉĞĐƚŝŽŶĂŶĚůĂŶĚƐƵƌǀĞLJŝŶ ŐǁŽƌŬ͕ĐƵŵƵůĂƚŝǀĞůLJĞdžĐĞĞĚŝŶŐΨϭ͕ϬϬϬ ĂŶĚƉĞƌĨŽƌŵĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞƐƵďũĞĐƚƚŽƐƚĂƚĞƉƌĞǀĂŝů ŝŶŐǁĂŐĞůĂǁƐ͘dŚĞŐĞŶĞƌĂůƉƌĞǀĂŝůŝŶŐ ƌĂƚĞ ŽĨ ǁĂŐĞƐ͕ ĨŽƌ ĞĂĐŚ ĐƌĂĨƚ Žƌ ƚLJƉĞ ŽĨ ǁŽƌŬĞƌ ŶĞĞĚĞĚ ƚŽ ĞdžĞĐƵƚĞ ƚŚĞ ĐŽŶƚƌĂĐƚ͕ ƐŚĂůů ďĞ ƚŚŽƐĞ ĂƐ ĚĞƚĞƌŵŝŶĞĚďLJƚŚĞŝƌĞĐƚŽƌŽĨ/ŶĚƵƐƚƌŝĂůZĞůĂƚŝŽŶƐƉƵƌƐƵĂŶƚƚŽ ƚŚĞ^ĞĐƚŝŽŶϭϳϳϬ͕ϭϳϳϯĂŶĚϭϳϳϯ͘ϭŽĨƚŚĞ ĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͘WƵƌƐƵĂŶƚƚŽ^ĞĐƚŝŽŶϭϳϳϯ͘ϮŽĨƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌĐŽĚĞ͕ĂĐƵƌƌĞŶƚĐŽƉLJŽĨĂƉƉůŝĐĂďůĞ ǁĂŐĞƌĂƚĞƐŝƐŽŶĨŝůĞŝŶƚŚĞŽĨĨŝĐĞŽĨƚŚĞŝƚLJ
ŶŐŝŶĞĞƌ͘ŽŶƚƌĂĐƚŽƌƐŚĂůůŶŽƚƉĂLJůĞƐƐƚŚĂŶƚŚĞƐĂŝĚƐƉĞĐŝĨŝĞĚ ƉƌĞǀĂŝůŝŶŐƌĂƚĞƐŽĨǁĂŐĞƐƚŽĂůůƐƵĐŚǁŽƌŬĞƌƐĞŵƉůŽLJĞĚďLJŚŝŵŽ ƌŚĞƌŝŶƚŚĞĞdžĞĐƵƚŝŽŶŽĨƚŚĞŐƌĞĞŵĞŶƚ͘ ŽŶƚƌĂĐƚŽƌĂŶĚĂŶLJƐƵďĐŽŶƚƌĂĐƚŽƌƐƐŚĂůůĐŽŵƉůLJǁŝƚŚ^ĞĐƚŝŽŶϭϳϳ ϲŽĨƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͕ǁŚŝĐŚ ŐĞŶĞƌĂůůLJƌĞƋƵŝƌĞƐŬĞĞƉŝŶŐĂĐĐƵƌĂƚĞƉĂLJƌŽůůƌĞĐŽƌĚƐ͕ǀĞƌŝĨLJŝŶŐ ĂŶĚĐĞƌƚŝĨLJŝŶŐƉĂLJƌŽůůƌĞĐŽƌĚƐ͕ĂŶĚŵĂŬŝŶŐ ƚŚĞŵĂǀĂŝůĂďůĞĨŽƌŝŶƐƉĞĐƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌƐŚĂůůƌĞƋƵŝƌĞĂŶLJƐƵďĐŽŶƚƌĂĐƚŽƌƐƚŽĐŽŵƉůLJǁŝƚŚ^ĞĐƚŝŽŶϭϳϳϲ͘
ϳ͘ KE^dZhd/KEDE'
D
Ed^K&dtZ
WƌŽĐŽƌĞ WƌŽũĞĐƚ DĂŶĂŐĞŵĞŶƚ ĂŶĚ ŽůůĂďŽƌĂƚŝŽŶ ^LJƐƚĞŵ͘ dŚŝƐ ƉƌŽũĞĐƚ ŵĂLJ ƵƚŝůŝnjĞ ƚŚĞ KǁŶĞƌ͛Ɛ WƌŽĐŽƌĞ ;ǁǁǁ͘ƉƌŽĐŽƌĞ͘ĐŽŵͿŽŶůŝŶĞƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĂŶĚĚŽĐƵŵĞŶƚĐŽŶƚƌŽůƉůĂƚĨŽƌŵ͘dŚĞŝ ŶƚĞŶƚŽĨƵƚŝůŝnjŝŶŐ WƌŽĐŽƌĞ ŝƐ ƚŽ ƌĞĚƵĐĞ ĐŽƐƚ ĂŶĚ ƐĐŚĞĚƵůĞ ƌŝƐŬ͕ ŝŵƉƌŽǀĞ ƋƵĂůŝƚLJ ĂŶĚ ƐĂĨĞƚLJ͕ ĂŶĚ ŵĂŝŶƚĂŝŶ Ă ŚĞĂůƚŚLJ ƚĞĂŵ ĚLJŶĂŵŝĐ ďLJ ŝŵƉƌŽǀŝŶŐ ŝŶĨŽƌŵĂƚŝŽŶ ĨůŽǁ͕ ƌĞĚƵĐŝŶŐ ŶŽŶͲƉƌŽĚƵĐƚŝǀĞ ĂĐƚŝǀŝƚŝĞƐ͕ ƌĞĚƵĐŝŶŐ ƌĞǁŽƌŬ ĂŶĚ
Nov. 12, 2024 Item #2 Page 433 of 680
dd,D
Ed&
W^ϮϱͲϯϱϲϰ
WĂŐĞϯ ŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϱͬϮϮͬϮϬϮϰ
ĚĞĐƌĞĂƐŝŶŐ ƚƵƌŶĂƌŽƵŶĚ ƚŝŵĞƐ͘ dŚĞ ŽŶƚƌĂĐƚŽƌ ŝƐ ƌĞƋƵŝƌĞĚ ƚŽ ĐƌĞĂ ƚĞ Ă ĨƌĞĞ ǁĞďͲďĂƐĞĚ WƌŽĐŽƌĞ ƵƐĞƌ ĂĐĐŽƵŶƚ;ƐͿ ĂŶĚ ƵƚŝůŝnjĞ ǁĞďͲďĂƐĞĚ ƚƌĂŝŶŝŶŐ ͬ ƚƵƚŽƌŝĂůƐ ;ĂƐ ŶĞĞĚĞĚͿ ƚŽ ďĞĐŽŵĞ ĨĂŵŝůŝĂƌ ǁŝƚŚ ƚŚĞ ƐLJƐƚĞŵ͘ hŶůĞƐƐ ƚŚĞ
ŶŐŝŶĞĞƌ ĂƉƉƌŽǀĞƐ ŽƚŚĞƌǁŝƐĞ͕ ƚŚĞ ŽŶƚƌĂĐƚŽƌ ƐŚĂůů ƉƌŽĐĞƐƐ Ăůů ƉƌŽũĞĐƚ ĚŽĐƵŵĞŶƚƐ ƚŚƌŽƵŐŚ WƌŽĐŽƌĞ ďĞĐĂƵƐĞ ƚŚŝƐ ƉůĂƚĨŽƌŵ ǁŝůů ďĞ ƵƐĞĚ ƚŽ ƐƵďŵŝƚ͕ ƚƌĂĐŬ͕ ĚŝƐƚƌŝďƵƚĞ ĂŶĚ ĐŽůůĂďŽƌĂƚĞ ŽŶ ƉƌŽũĞĐƚ͘ /Ĩ ƵŶĨĂŵŝůŝĂƌ Žƌ ŶŽƚ ŽƚŚĞƌǁŝƐĞ ƚƌĂŝŶĞĚ ǁŝƚŚ WƌŽĐŽƌĞ͕ ŽŶƚƌĂĐƚŽƌ ĂŶ Ě ĂƉƉůŝĐĂďůĞ ƚĞĂŵ ŵĞŵďĞƌƐ ƐŚĂůů ĐŽŵƉůĞƚĞ Ă ĨƌĞĞ ƚƌĂŝŶŝŶŐ ĐĞƌƚŝĨŝĐĂƚŝŽŶ ĐŽƵƌƐĞ ůŽĐĂƚĞĚ ĂƚŚƚƚƉ͗ͬͬůĞĂƌŶ͘ƉƌŽĐŽƌĞ͘ĐŽŵͬƉƌŽĐŽƌĞͲĐĞƌƚŝĨŝĐĂƚŝŽŶͲ ƐƵďĐŽŶƚƌĂĐƚŽƌ͘dŚĞŽŶƚƌĂĐƚŽƌŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌĂƚƚĂŝŶŝŶŐƚŚĞŝƌŽǁŶWƌŽĐŽƌĞ ƐƵƉƉŽƌƚ͕ĂƐŶĞĞĚĞĚ͕ĞŝƚŚĞƌ ƚŚƌŽƵŐŚƚŚĞŽŶůŝŶĞƚƌĂŝŶŝŶŐŽƌƌĞĂĐŚŝŶŐŽƵƚƚŽƚŚĞWƌŽĐŽƌĞƐƵƉƉŽƌƚƚĞĂŵ͘/ƚǁŝůůďĞƚŚĞƌĞƐƉŽŶƐŝďŝůŝƚLJŽĨƚŚĞ ŽŶƚƌĂĐƚŽƌƚŽƌĞŐƵůĂƌůLJĐŚĞĐŬWƌŽĐŽƌĞĂŶĚƌĞǀŝĞǁƵƉĚĂƚĞĚĚŽĐƵŵĞŶƚƐĂƐƚŚĞLJĂƌĞĂĚĚĞĚ͘dŚĞƌĞǁŝůůďĞŶŽ ĐŽƐƚƚŽƚŚĞŽŶƚƌĂĐƚŽƌĨŽƌƵƐĞŽĨWƌŽĐŽƌĞ͘
/ƚ ŝƐ ƌĞĐŽŵŵĞŶĚĞĚ ƚŚĂƚ ƚŚĞ ŽŶƚƌĂĐƚŽƌ ƉƌŽǀŝĚĞ ŵŽďŝůĞ ĂĐĐĞƐƐ ĨŽƌ tŝŶĚŽǁƐ͕ ŝK^ ůŽĐĂƚĞĚ Ăƚ ŚƚƚƉƐ͗ͬͬĂƉƉƐ͘ĂƉƉůĞ͘ĐŽŵͬƵƐͬĂƉƉͬƉƌŽĐŽƌĞͲĐŽŶƐƚƌƵĐƚŝŽŶͲŵĂŶĂŐĞŵĞŶƚͬŝĚϯϳϰϵϯϬϱϰϮ Žƌ ŶĚƌŽŝĚ ĚĞǀŝĐĞƐ ůŽĐĂƚĞĚ Ăƚ ŚƚƚƉƐ͗ͬͬƉůĂLJ͘ŐŽŽŐůĞ͘ĐŽŵͬƐƚŽƌĞͬĂƉƉƐͬĚĞƚĂŝůƐ͍ŝĚсĐŽŵ͘ƉƌŽĐŽƌĞ͘ĂĐƚŝǀŝƚŝĞƐ ǁŝƚŚ ƚŚĞ WƌŽĐŽƌĞ ƉƉ ŝŶƐƚĂůůĞĚ ƚŽ Ăƚ ůĞĂƐƚ ŽŶĞ ŽŶͲƐŝƚĞ ŝŶĚŝǀŝĚƵĂů ƚŽ ƉƌŽǀŝĚĞ ƌĞĂůͲƚŝ ŵĞ ĂĐĐĞƐƐ ƚŽ ĐƵƌƌĞŶƚ ƉŽƐƚĞĚ ĚƌĂǁŝŶŐƐ͕ ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ Z&/Ɛ͕ ƐƵďŵŝƚƚĂůƐ͕ ƐĐŚĞĚƵůĞƐ͕ ĐŚĂŶŐĞ ŽƌĚĞƌƐ͕ ƉƌŽũĞĐƚ ĚŽĐƵŵĞŶƚƐ͕ ĂƐ ǁĞůů ĂƐ ĂŶLJ ĚĞĨŝĐŝĞŶƚ ŽďƐĞƌǀĂƚŝŽŶƐ Žƌ ƉƵŶĐŚ ůŝƐƚ ŝƚĞŵƐ͘ WƌŽǀŝĚŝŶŐ ŵŽďŝůĞ ĂĐĐĞƐƐ ǁŝůůŝŵƉƌŽǀĞ ĐŽŵŵƵŶŝĐĂƚŝŽŶ͕ ĞĨĨŝĐŝĞŶĐLJ͕ ĂŶĚ ƉƌŽĚƵĐƚŝǀŝƚLJĨŽƌĂůůƉĂƌƚŝĞƐ͘dŚĞƵƐĞŽĨWƌŽĐŽƌĞĨŽƌƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĚŽĞƐŶŽƚƌĞůŝĞǀĞƚŚĞĐŽŶƚƌĂĐƚŽƌŽĨ ĂŶLJŽƚŚĞƌƌĞƋƵŝƌĞŵĞŶƚƐĂƐŵĂLJďĞƐƉĞĐŝĨŝĞĚŝŶƚŚĞĐŽŶƚƌĂĐƚĚŽĐƵŵĞŶƚƐ͘
ϴ͘ ^ddh^K&KEdZdKZ
ŽŶƚƌĂĐƚŽƌǁŝůůƉĞƌĨŽƌŵƚŚĞ^ĞƌǀŝĐĞƐŝŶŽŶƚƌĂĐƚŽƌΖƐŽǁŶǁĂLJĂƐĂŶŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌĂŶĚŝŶƉƵƌƐƵŝƚ ŽĨŽŶƚƌĂĐƚŽƌΖƐŝŶĚĞƉĞŶĚĞŶƚĐĂůůŝŶŐ͕ĂŶĚŶŽƚĂƐĂŶĞŵƉůŽLJĞĞŽĨ ŝƚLJ͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƵŶĚĞƌĐŽŶƚƌŽůŽĨ ŝƚLJŽŶůLJĂƐƚŽƚŚĞƌĞƐƵůƚƚŽďĞĂĐĐŽŵƉůŝƐŚĞĚ͕ďƵƚǁŝůůĐŽŶƐƵůƚǁŝƚŚŝƚLJĂƐŶĞĐĞƐƐĂƌLJ͘dŚĞƉĞƌƐŽŶƐƵƐĞĚďLJ ŽŶƚƌĂĐƚŽƌƚŽƉƌŽǀŝĚĞƐĞƌǀŝĐĞƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůŶŽƚďĞ ĐŽŶƐŝĚĞƌĞĚĞŵƉůŽLJĞĞƐŽĨ ŝƚLJĨŽƌĂŶLJ ƉƵƌƉŽƐĞƐ͘
dŚĞƉĂLJŵĞŶƚŵĂĚĞƚŽŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚĞŐƌĞĞŵĞŶƚǁŝůůďĞƚŚĞĨƵůůĂŶĚĐŽŵƉůĞƚĞĐŽŵƉĞŶƐĂƚŝŽŶ ƚŽ ǁŚŝĐŚ ŽŶƚƌĂĐƚŽƌ ŝƐ ĞŶƚŝƚůĞĚ͘ ŝƚLJ ǁŝůů ŶŽƚ ŵĂŬĞ ĂŶLJ ĨĞĚĞƌĂů Žƌ ƐƚĂƚĞ ƚĂdž ǁŝƚŚŚŽůĚŝŶŐƐ ŽŶ ďĞŚĂůĨ ŽĨ ŽŶƚƌĂĐƚŽƌ Žƌ ŝƚƐ ĂŐĞŶƚƐ͕ ĞŵƉůŽLJĞĞƐ Žƌ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ ŝƚLJ ǁŝůů ŶŽƚ ďĞ ƌĞƋƵŝƌĞĚ ƚŽ ƉĂLJ ĂŶLJ ǁŽƌŬĞƌƐΖ ĐŽŵƉĞŶƐĂƚŝŽŶ ŝŶƐƵƌĂŶĐĞ Žƌ ƵŶĞŵƉůŽLJŵĞŶƚ ĐŽŶƚƌŝďƵƚŝŽŶƐ ŽŶ ďĞŚĂůĨŽĨ ŽŶƚƌĂĐƚŽƌ Žƌ ŝƚƐ ĞŵƉůŽLJĞĞƐ Žƌ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ ŽŶƚƌĂĐƚŽƌ ĂŐƌĞĞƐ ƚŽ ŝŶĚĞŵŶŝĨLJ ŝƚLJ ǁŝƚŚŝŶ ƚŚŝƌ ƚLJ ;ϯϬͿ ĚĂLJƐ ĨŽƌ ĂŶLJ ƚĂdž͕ ƌĞƚŝƌĞŵĞŶƚ ĐŽŶƚƌŝďƵƚŝŽŶ͕ ƐŽĐŝĂů ƐĞĐƵƌŝƚLJ͕ ŽǀĞƌƚŝŵĞ ƉĂLJŵĞŶƚ͕ ƵŶĞŵƉůŽLJŵĞŶƚ ƉĂLJŵĞŶƚ Žƌ ǁŽƌŬĞƌƐΖ ĐŽŵƉĞŶƐĂƚŝŽŶ ƉĂLJŵĞŶƚ ǁŚŝĐŚ ŝƚLJ ŵĂLJ ďĞ ƌĞƋƵŝƌĞĚ ƚŽ ŵĂŬĞ ŽŶ ďĞŚĂůĨ ŽĨ ŽŶƚƌĂĐƚŽƌ Žƌ ĂŶLJ ĂŐĞŶƚ͕ ĞŵƉůŽLJĞĞ͕ Žƌ ƐƵďĐŽŶƚƌĂĐƚŽƌŽĨŽŶƚƌĂĐƚŽƌĨŽƌǁŽƌŬĚŽŶĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ƚƚŚĞŝƚLJ͛ƐĞůĞĐƚŝŽŶ͕ŝƚLJŵĂLJĚĞĚƵĐƚ ƚŚĞŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶĂŵŽƵŶƚĨƌŽŵĂŶLJďĂůĂŶĐĞŽǁŝŶŐƚŽŽŶƚƌĂĐƚŽƌ͘
ϵ͘ KEdZdKZ
s>hd/KE^
tŽƌŬƉĞƌĨŽƌŵĞĚƵŶĚĞƌƚŚŝƐDĂƐƚĞƌ^ĞƌǀŝĐĞƐŐƌĞĞŵĞŶƚŵĂLJďĞƐƵďũĞĐƚƚŽƚŚĞŝƚLJ͛ƐĐŽŶƚƌĂĐƚŽƌĞǀĂůƵĂƚŝŽŶ ƉƌŽŐƌĂŵ͘ WƌŝŽƌ ƚŽ ƚŚĞ ƌĞůĞĂƐĞ ŽĨ ĂŶLJ ƚĂƐŬ ŽƌĚĞƌƐ͕ ƚŚĞ ŽŶƚƌĂĐƚŽ ƌ ǁŝůů ďĞ ŶŽƚŝĨŝĞĚ ŽĨ ƚŚĞ ƉƌŽŐƌĂŵ ƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚǁŝůůƌĞĐĞŝǀĞĂĐŽƉLJŽĨƚŚĞĞǀĂůƵĂƚŝŽŶĐƌŝƚĞƌŝĂĂŶĚƉƌŽĐĞƐƐ͘dŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉĞƌĨŽƌŵĂŶĐĞ ŵĂLJďĞĞǀĂůƵĂƚĞĚĂŶĚƚŚĞƌĞƐƵůƚƐǁŝůůďĞĐŽŶƐŝĚĞƌĞĚĨŽƌĨƵƚƵƌĞƚĂƐŬŽƌĚĞƌƐŽƌĂŐƌĞĞŵĞŶƚƐ͘
ϭϬ͘ ^hKEdZd/E'
ŽŶƚƌĂĐƚŽƌ ǁŝůů ŶŽƚ ƐƵďĐŽŶƚƌĂĐƚ ĂŶLJ ƉŽƌƚŝŽŶ ŽĨ ƚŚĞ ^ĞƌǀŝĐĞƐ ǁŝƚŚŽƵƚ ƉƌŝŽƌ ǁƌŝƚƚĞŶ ĂƉƉƌŽǀĂů ŽĨ ŝƚLJ͘ /Ĩ ŽŶƚƌĂĐƚŽƌƐƵďĐŽŶƚƌĂĐƚƐĂŶLJŽĨƚŚĞ^ĞƌǀŝĐĞƐ͕ŽŶƚƌĂĐƚŽƌǁŝůůďĞ ĨƵůůLJƌĞƐƉŽŶƐŝďůĞƚŽŝƚLJĨŽƌƚŚĞĂĐƚƐĂŶĚ ŽŵŝƐƐŝŽŶƐŽĨŽŶƚƌĂĐƚŽƌΖƐƐƵďĐŽŶƚƌĂĐƚŽƌĂŶĚŽĨƚŚĞƉĞƌƐŽŶƐĞŝƚŚ ĞƌĚŝƌĞĐƚůLJŽƌŝŶĚŝƌĞĐƚůLJĞŵƉůŽLJĞĚďLJƚŚĞ ƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂƐŽŶƚƌĂĐƚŽƌŝƐĨŽƌƚŚĞĂĐƚƐĂŶĚŽŵŝƐƐŝŽŶƐŽĨƉ ĞƌƐŽŶƐĚŝƌĞĐƚůLJ ĞŵƉůŽLJĞĚďLJŽŶƚƌĂĐƚŽƌ͘ EŽƚŚŝŶŐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůĐƌĞĂƚĞĂŶLJĐŽŶƚƌĂĐƚƵĂůƌĞůĂƚŝŽŶƐŚŝƉďĞƚǁĞĞŶĂŶLJƐƵďĐŽŶƚƌĂĐƚŽƌ
Nov. 12, 2024 Item #2 Page 434 of 680
dd,D
Ed&
W^ϮϱͲϯϱϲϰ
WĂŐĞϰ ŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϱͬϮϮͬϮϬϮϰ
ŽĨŽŶƚƌĂĐƚŽƌĂŶĚŝƚLJ͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƉĂLJŵĞŶƚŽĨƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŽŶƚƌĂĐƚŽƌǁŝůůďŝŶĚ ĞǀĞƌLJ ƐƵďĐŽŶƚƌĂĐƚŽƌ ĂŶĚ ĞǀĞƌLJ ƐƵďĐŽŶƚƌĂĐƚŽƌ ŽĨ Ă ƐƵďĐŽŶƚƌĂĐƚŽƌ ďLJ ƚŚĞ ƚĞƌŵƐ ŽĨ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ĂƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚŽƌΖƐǁŽƌŬƵŶůĞƐƐƐƉĞĐŝĨŝĐĂůůLJŶŽƚĞĚƚŽƚŚĞĐŽŶƚƌĂƌLJŝŶƚŚĞƐƵďĐŽŶƚƌĂĐƚĂŶĚĂƉƉƌŽǀĞĚ ŝŶǁƌŝƚŝŶŐďLJŝƚLJ͘
ϭϭ͘ Kd,
ZKEdZdKZ^
dŚĞŝƚLJƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĞŵƉůŽLJŽƚŚĞƌŽŶƚƌĂĐƚŽƌƐŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚĞ^ĞƌǀŝĐĞƐ͘
ϭϮ͘ /E
DE/&/d/KE
ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŽĚĞĨĞŶĚ;ǁŝƚŚĐŽƵŶƐĞůĂƉƉƌŽǀĞĚďLJƚŚĞŝƚLJͿ ͕ŝŶĚĞŵŶŝĨLJ͕ĂŶĚŚŽůĚŚĂƌŵůĞƐƐƚŚĞŝƚLJ ĂŶĚŝƚƐŽĨĨŝĐĞƌƐ͕ĞůĞĐƚĞĚĂŶĚĂƉƉŽŝŶƚĞĚŽĨĨŝĐŝĂůƐ͕ĞŵƉůŽLJĞĞƐĂŶ ĚǀŽůƵŶƚĞĞƌƐĨƌŽŵĂŶĚĂŐĂŝŶƐƚĂůůĐůĂŝŵƐ͕ ĚĂŵĂŐĞƐ͕ ůŽƐƐĞƐ ĂŶĚ ĞdžƉĞŶƐĞƐ ŝŶĐůƵĚŝŶŐ ĂƚƚŽƌŶĞLJƐ ĨĞĞƐ ĂƌŝƐŝŶŐ ŽƵƚ ŽĨ ƚŚĞ ƉĞƌĨŽƌŵĂŶĐĞ ŽĨ ƚŚĞ ǁŽƌŬ ĚĞƐĐƌŝďĞĚŚĞƌĞŝŶĐĂƵƐĞĚ ďLJ ĂŶLJ ǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚ Žƌ ŶĞŐůŝŐĞŶƚĂĐƚŽƌ ŽŵŝƐƐŝŽŶ ŽĨ ƚŚĞŽŶƚƌĂĐƚŽƌ͕ ĂŶLJ ƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂŶLJŽŶĞĚŝƌĞĐƚůLJŽƌŝŶĚŝƌĞĐƚůLJĞŵƉůŽLJĞĚďLJĂŶLJŽĨ ƚŚĞŵŽƌĂŶLJŽŶĞĨŽƌǁŚŽƐĞĂĐƚƐĂŶLJŽĨ ƚŚĞŵŵĂLJďĞůŝĂďůĞ͘
/Ĩ ŽŶƚƌĂĐƚŽƌ͛Ɛ ŽďůŝŐĂƚŝŽŶ ƚŽ ĚĞĨĞŶĚ͕ ŝŶĚĞŵŶŝĨLJ͕ ĂŶĚͬŽƌ ŚŽůĚ ŚĂ ƌŵůĞƐƐ ĂƌŝƐĞƐ ŽƵƚ ŽĨ ŽŶƚƌĂĐƚŽƌ͛Ɛ ƉĞƌĨŽƌŵĂŶĐĞĂƐĂ͞ĚĞƐŝŐŶƉƌŽĨĞƐƐŝŽŶĂů͟;ĂƐƚŚĂƚƚĞƌŵŝƐĚĞĨŝŶĞĚ ƵŶĚĞƌŝǀŝůŽĚĞƐĞĐƚŝŽŶϮϳϴϮ͘ϴͿ͕ƚŚĞŶ͕ ĂŶĚ ŽŶůLJ ƚŽ ƚŚĞ ĞdžƚĞŶƚ ƌĞƋƵŝƌĞĚ ďLJ ŝǀŝů ŽĚĞ ^ĞĐƚŝŽŶ ϮϳϴϮ͘ϴ͕ ǁ ŚŝĐŚ ŝƐ ĨƵůůLJ ŝŶĐŽƌƉŽƌĂƚĞĚ ŚĞƌĞŝŶ͕ ŽŶƚƌĂĐƚŽƌ͛ƐŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶŽďůŝŐĂƚŝŽŶƐŚĂůůďĞůŝŵŝƚĞĚƚŽĐůĂŝŵƐƚŚĂƚĂƌŝƐĞŽƵƚŽĨ͕ƉĞƌƚĂŝŶƚŽ͕ŽƌƌĞůĂƚĞƚŽ ƚŚĞŶĞŐůŝŐĞŶĐĞ͕ƌĞĐŬůĞƐƐŶĞƐƐ͕ŽƌǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚŽĨƚŚĞŽŶƚ ƌĂĐƚŽƌ͕ĂŶĚ͕ƵƉŽŶŽŶƚƌĂĐƚŽƌŽďƚĂŝŶŝŶŐ Ă ĨŝŶĂůĂĚũƵĚŝĐĂƚŝŽŶďLJĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƚŝŽŶ͘ŽŶƚƌĂ ĐƚŽƌ͛ƐůŝĂďŝůŝƚLJĨŽƌƐƵĐŚĐůĂŝŵ͕ŝŶĐůƵĚŝŶŐƚŚĞ ĐŽƐƚƚŽĚĞĨĞŶĚ͕ƐŚĂůůŶŽƚĞdžĐĞĞĚƚŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉƌŽƉŽƌƚŝŽŶĂƚĞƉĞƌĐĞŶƚĂŐĞŽĨĨĂƵůƚ͘
dŚĞƉĂƌƚŝĞƐĞdžƉƌĞƐƐůLJĂŐƌĞĞƚŚĂƚĂŶLJƉĂLJŵĞŶƚ͕ĂƚƚŽƌŶĞLJ͛ƐĨĞĞ͕ĐŽƐƚƐŽƌĞdžƉĞŶƐĞŝƚLJŝŶĐƵƌƐŽƌŵĂŬĞƐƚŽŽƌ ŽŶďĞŚĂůĨŽĨĂŶŝŶũƵƌĞĚĞŵƉůŽLJĞĞƵŶĚĞƌƚŚĞŝƚLJ͛ƐƐĞůĨͲĂĚŵŝŶŝƐƚĞƌĞĚǁŽƌŬĞƌƐ͛ĐŽŵƉĞŶƐĂƚŝŽŶŝƐŝŶĐůƵĚĞĚĂƐ ĂůŽƐƐ͕ĞdžƉĞŶƐĞŽƌĐŽƐƚĨŽƌƚŚĞƉƵƌƉŽƐĞƐŽĨƚŚŝƐƐĞĐƚŝŽŶ͕ĂŶĚƚŚĂƚƚŚŝƐƐĞĐƚŝŽŶǁŝůůƐƵƌǀŝǀĞƚŚĞĞdžƉŝƌĂƚŝŽŶŽƌ ĞĂƌůLJƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
ϭϯ͘ /E^hZE
ŽŶƚƌĂĐƚŽƌ ǁŝůů ŽďƚĂŝŶ ĂŶĚ ŵĂŝŶƚĂŝŶ ĨŽƌ ƚŚĞ ĚƵƌĂƚŝŽŶ ŽĨ ƚŚĞ ŐƌĞĞŵĞŶƚ ĂŶĚ ĂŶLJ ĂŶĚ Ăůů ĂŵĞŶĚŵĞŶƚƐ͕ ŝŶƐƵƌĂŶĐĞ ĂŐĂŝŶƐƚ ĐůĂŝŵƐ ĨŽƌ ŝŶũƵƌŝĞƐ ƚŽ ƉĞƌƐŽŶƐ Žƌ ĚĂŵĂŐĞ ƚŽ ƉƌŽƉĞƌƚLJ ǁŚŝĐŚ ŵĂLJ ĂƌŝƐĞ ŽƵƚ ŽĨ Žƌ ŝŶ ĐŽŶŶĞĐƚŝŽŶ ǁŝƚŚ ƉĞƌĨŽƌŵĂŶĐĞ ŽĨ ƚŚĞ ƐĞƌǀŝĐĞƐ ďLJ ŽŶƚƌĂĐƚŽƌ Žƌ ŽŶƚƌĂĐƚŽƌ͛Ɛ ĂŐĞŶƚƐ͕ ƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐ͕ ĞŵƉůŽLJĞĞƐ Žƌ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ dŚĞ ŝŶƐƵƌĂŶĐĞ ǁŝůů ďĞ ŽďƚĂŝŶĞĚ ĨƌŽŵ ĂŶ ŝŶƐƵƌĂŶĐĞ ĐĂƌƌŝĞƌ ĂĚŵŝƚƚĞĚ ĂŶĚ ĂƵƚŚŽƌŝnjĞĚƚŽĚŽďƵƐŝŶĞƐƐŝŶƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͘dŚĞŝŶƐƵƌ ĂŶĐĞĐĂƌƌŝĞƌŝƐƌĞƋƵŝƌĞĚƚŽŚĂǀĞĂĐƵƌƌĞŶƚ ĞƐƚΖƐ<ĞLJZĂƚŝŶŐŽĨŶŽƚůĞƐƐƚŚĂŶΗͲ͗s//Η͖KZǁŝƚŚĂƐƵƌƉůƵƐůŝŶĞŝŶƐƵƌĞƌŽŶƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͛Ɛ>ŝƐƚŽĨ ƉƉƌŽǀĞĚ^ƵƌƉůƵƐ>ŝŶĞ/ŶƐƵƌĞƌƐ;>^>/ͿǁŝƚŚĂƌĂƚŝŶŐŝŶƚŚĞůĂƚĞƐƚĞƐƚ͛Ɛ<ĞLJZĂƚŝŶŐ'ƵŝĚĞŽĨĂƚůĞĂƐƚ͗͞y͖͟ KZĂŶĂůŝĞŶŶŽŶͲĂĚŵŝƚƚĞĚŝŶƐƵƌĞƌůŝƐƚĞĚďLJƚŚĞEĂƚŝŽŶĂůƐƐŽĐŝĂƚŝ ŽŶŽĨ/ŶƐƵƌĂŶĐĞŽŵŵŝƐƐŝŽŶĞƌƐ;E/Ϳ ůĂƚĞƐƚƋƵĂƌƚĞƌůLJůŝƐƚŝŶŐƐƌĞƉŽƌƚ͘
ϭϯ͘ϭ ŽǀĞƌĂŐĞƐ ĂŶĚ >ŝŵŝƚƐ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů ŵĂŝŶƚĂŝŶ ƚŚĞ ƚLJƉĞƐ Ž Ĩ ĐŽǀĞƌĂŐĞƐ ĂŶĚ ŵŝŶŝŵƵŵ ůŝŵŝƚƐ ŝŶĚŝĐĂƚĞĚ ďĞůŽǁ͕ ƵŶůĞƐƐ ZŝƐŬ DĂŶĂŐĞƌ Žƌ ŝƚLJ DĂŶĂŐĞƌ ĂƉƉƌŽǀĞƐ Ă ůŽǁĞƌ ĂŵŽƵŶƚ͘ dŚĞƐĞ ŵŝŶŝŵƵŵ ĂŵŽƵŶƚƐŽĨĐŽǀĞƌĂŐĞǁŝůůŶŽƚĐŽŶƐƚŝƚƵƚĞĂŶLJůŝŵŝƚĂƚŝŽŶƐŽƌĐĂƉŽŶŽŶƚƌĂĐƚŽƌΖƐŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶŽďůŝŐĂƚŝŽŶƐ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚLJ͕ŝƚƐŽĨĨŝĐĞƌƐ͕ĂŐĞŶƚƐĂŶĚĞŵƉůŽLJĞĞƐ ŵĂŬĞŶŽƌĞƉƌĞƐĞŶƚĂƚŝŽŶƚŚĂƚƚŚĞůŝŵŝƚƐŽĨ ƚŚĞŝŶƐƵƌĂŶĐĞƐƉĞĐŝĨŝĞĚƚŽďĞĐĂƌƌŝĞĚďLJŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽ ƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞĂĚĞƋƵĂƚĞƚŽƉƌŽƚĞĐƚ ŽŶƚƌĂĐƚŽƌ͘ /Ĩ ŽŶƚƌĂĐƚŽƌ ďĞůŝĞǀĞƐ ƚŚĂƚ ĂŶLJ ƌĞƋƵŝƌĞĚ ŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞ ŝƐ ŝŶĂĚĞƋƵĂƚĞ͕ ŽŶƚƌĂĐƚŽƌ ǁŝůů ŽďƚĂŝŶƐƵĐŚĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞ͕ĂƐŽŶƚƌĂĐƚŽƌĚĞĞŵƐ ĂĚĞƋƵĂƚĞ͕ĂƚŽŶƚƌĂĐƚŽƌΖƐƐŽůĞĞdžƉĞŶƐĞ͘ dŚĞ ĨƵůů ůŝŵŝƚƐ ĂǀĂŝůĂďůĞ ƚŽ ƚŚĞ ŶĂŵĞĚ ŝŶƐƵƌĞĚ ƐŚĂůů ĂůƐŽ ďĞ ĂǀĂŝůĂďůĞ ĂŶĚ ĂƉƉůŝĐĂďůĞ ƚŽ ƚŚĞ ŝƚLJ ĂƐ ĂŶ ĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĞĚ͘
Nov. 12, 2024 Item #2 Page 435 of 680
dd,D
Ed&
W^ϮϱͲϯϱϲϰ
WĂŐĞϱ ŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϱͬϮϮͬϮϬϮϰ
ϭϯ͘ϭ͘ϭ ŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚLJ;'>Ϳ/ŶƐƵƌĂŶĐĞ͘/ŶƐƵƌĂŶĐĞǁƌŝƚƚĞŶŽŶĂŶ͞ŽĐĐƵƌƌĞŶĐĞ͟ďĂƐŝƐ͕ ŝŶĐůƵĚŝŶŐƉĞƌƐŽŶĂůΘĂĚǀĞƌƚŝƐŝŶŐŝŶũƵƌLJ͕ǁŝƚŚůŝŵŝƚƐŶŽůĞƐƐƚŚ ĂŶΨϮ͕ϬϬϬ͕ϬϬϬƉĞƌŽĐĐƵƌƌĞŶĐĞ͘/ĨĂŐĞŶĞƌĂů ĂŐŐƌĞŐĂƚĞůŝŵŝƚĂƉƉůŝĞƐ͕ĞŝƚŚĞƌƚŚĞŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞůŝŵŝƚƐŚĂ ůůĂƉƉůLJƐĞƉĂƌĂƚĞůLJƚŽƚŚŝƐƉƌŽũĞĐƚͬůŽĐĂƚŝŽŶ ŽƌƚŚĞŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞůŝŵŝƚƐŚĂůůďĞƚǁŝĐĞƚŚĞƌĞƋƵŝƌĞĚŽĐĐƵƌƌĞŶĐĞůŝŵŝƚ͘
ϭϯ͘ϭ͘Ϯ ƵƚŽŵŽďŝůĞ>ŝĂďŝůŝƚLJ͘ ;/Ĩ ƚŚĞƵƐĞŽĨ ĂŶĂƵƚŽŵŽďŝůĞŝƐ ŝŶ ǀŽůǀĞĚĨŽƌ ŽŶƚƌĂĐƚŽƌΖƐ ǁŽƌŬĨŽƌ ŝƚLJͿ͘ΨϮ͕ϬϬϬ͕ϬϬϬĐŽŵďŝŶĞĚƐŝŶŐůĞͲůŝŵŝƚƉĞƌĂĐĐŝĚĞŶƚĨŽƌďŽĚŝůLJŝŶũƵƌLJĂŶĚƉƌŽƉĞƌƚLJĚĂŵĂŐĞ͘
ϭϯ͘ϭ͘ϯ tŽƌŬĞƌƐΖ ŽŵƉĞŶƐĂƚŝŽŶ ĂŶĚ
ŵƉůŽLJĞƌΖƐ >ŝĂďŝůŝƚLJ͘ tŽƌŬĞƌƐΖ ŽŵƉĞŶƐĂƚŝŽŶ ůŝŵŝƚƐ ĂƐ ƌĞƋƵŝƌĞĚďLJƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͘tŽƌŬĞƌƐΖŽŵƉĞŶƐĂƚŝŽŶǁŝ ůůŶŽƚďĞƌĞƋƵŝƌĞĚŝĨŽŶƚƌĂĐƚŽƌŚĂƐŶŽ ĞŵƉůŽLJĞĞƐĂŶĚƉƌŽǀŝĚĞƐ͕ƚŽŝƚLJΖƐƐĂƚŝƐĨĂĐƚŝŽŶ͕ĂĚĞĐůĂƌĂƚŝŽŶƐƚĂƚŝŶŐƚŚŝƐ͘
ϭϯ͘ϭ͘ϰ WƌŽĨĞƐƐŝŽŶĂů>ŝĂďŝůŝƚLJ͘
ƌƌŽƌƐĂŶĚŽŵŝƐƐŝŽŶƐůŝĂďŝůŝƚLJĂ ƉƉƌŽƉƌŝĂƚĞƚŽŽŶƚƌĂĐƚŽƌ͛ƐƉƌŽĨĞƐƐŝŽŶ ǁŝƚŚůŝŵŝƚƐŽĨŶŽƚůĞƐƐƚŚĂŶΨϭ͕ϬϬϬ͕ϬϬϬƉĞƌĐůĂŝŵ͘ŽǀĞƌĂŐĞŵƵƐ ƚďĞŵĂŝŶƚĂŝŶĞĚĨŽƌĂƉĞƌŝŽĚŽĨĨŝǀĞLJĞĂƌƐ ĨŽůůŽǁŝŶŐƚŚĞĚĂƚĞŽĨĐŽŵƉůĞƚŝŽŶŽĨƚŚĞǁŽƌŬ͘
ϭϯ͘Ϯ͘ ĚĚŝƚŝŽŶĂů WƌŽǀŝƐŝŽŶƐ͘ŽŶƚƌĂĐƚŽƌ ǁŝůůĞŶƐƵƌĞ ƚŚĂƚ ƚŚĞƉŽ ůŝĐŝĞƐ ŽĨ ŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĐŽŶƚĂŝŶ͕ŽƌĂƌĞĞŶĚŽƌƐĞĚƚŽĐŽŶƚĂŝŶ͕ƚŚĞĨŽůůŽǁŝŶŐƉƌŽǀŝƐŝŽŶƐ͗
ϭϯ͘Ϯ͘ϭ dŚĞŝƚLJǁŝůůďĞŶĂŵĞĚĂƐĂŶĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĞĚŽŶ ŽŵŵĞ ƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚLJǁŚŝĐŚ ƐŚĂůůƉƌŽǀŝĚĞƉƌŝŵĂƌLJĐŽǀĞƌĂŐĞƚŽƚŚĞŝƚLJ͘
ϭϯ͘Ϯ͘Ϯ ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶŽĐĐƵƌƌĞŶĐĞĐŽǀĞƌĂŐĞ͕ĞdžĐůƵĚŝŶŐWƌ ŽĨĞƐƐŝŽŶĂů>ŝĂďŝůŝƚLJ͕ǁŚŝĐŚǁŝůůďĞ ǁƌŝƚƚĞŶĂƐĐůĂŝŵƐͲŵĂĚĞĐŽǀĞƌĂŐĞ͘
ϭϯ͘Ϯ͘ϯ /ĨŽŶƚƌĂĐƚŽƌŵĂŝŶƚĂŝŶƐŚŝŐŚĞƌůŝŵŝƚƐƚŚĂŶƚŚĞŵŝŶŝŵƵŵƐ ƐŚŽǁŶĂďŽǀĞ͕ƚŚĞŝƚLJƌĞƋƵŝƌĞƐ ĂŶĚǁŝůůďĞĞŶƚŝƚůĞĚƚŽĐŽǀĞƌĂŐĞĨŽƌƚŚĞŚŝŐŚĞƌůŝŵŝƚƐŵĂŝŶƚĂŝŶ ĞĚďLJŽŶƚƌĂĐƚŽƌ͘ŶLJĂǀĂŝůĂďůĞŝŶƐƵƌĂŶĐĞ ƉƌŽĐĞĞĚƐŝŶĞdžĐĞƐƐŽĨƚŚĞƐƉĞĐŝĨŝĞĚŵŝŶŝŵƵŵůŝŵŝƚƐŽĨŝŶƐƵƌĂŶĐĞĂŶĚĐŽǀĞƌĂŐĞǁŝůůďĞĂǀĂŝůĂďůĞƚŽƚŚĞŝƚLJ͘͟
ϭϯ͘Ϯ͘ϰ dŚŝƐŝŶƐƵƌĂŶĐĞǁŝůůďĞŝŶĨŽƌĐĞĚƵƌŝŶŐƚŚĞůŝĨĞŽĨƚŚĞ ŐƌĞĞŵĞŶƚĂŶĚĂŶLJĞdžƚĞŶƐŝŽŶƐŽĨŝƚ ĂŶĚǁŝůůŶŽƚďĞĐĂŶĐĞůĞĚǁŝƚŚŽƵƚƚŚŝƌƚLJ;ϯϬͿĚĂLJƐƉƌŝŽƌǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŝƚLJƐĞŶƚďLJĐĞƌƚŝĨŝĞĚŵĂŝůƉƵƌƐƵĂŶƚ ƚŽƚŚĞEŽƚŝĐĞƉƌŽǀŝƐŝŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
ϭϯ͘ϯ WƌŽǀŝĚŝŶŐĞƌƚŝĨŝĐĂƚĞƐŽĨ/ŶƐƵƌĂŶĐĞĂŶĚ
ŶĚŽƌƐĞŵĞŶƚƐ͘WƌŝŽ ƌƚŽŝƚLJΖƐĞdžĞĐƵƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕ ŽŶƚƌĂĐƚŽƌǁŝůůĨƵƌŶŝƐŚĐĞƌƚŝĨŝĐĂƚĞƐŽĨŝŶƐƵƌĂŶĐĞĂŶĚĞŶĚŽƌƐĞŵĞŶƚƐƚŽŝƚLJ͘
ϭϯ͘ϰ &ĂŝůƵƌĞƚŽDĂŝŶƚĂŝŶŽǀĞƌĂŐĞ͘/ĨŽŶƚƌĂĐƚŽƌĨĂŝůƐƚŽŵĂŝŶƚ ĂŝŶĂŶLJŽĨƚŚĞƐĞŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞƐ͕ ƚŚĞŶŝƚLJǁŝůůŚĂǀĞƚŚĞŽƉƚŝŽŶƚŽĚĞĐůĂƌĞŽŶƚƌĂĐƚŽƌŝŶďƌĞĂĐŚ͕ŽƌŵĂLJƉƵƌĐŚĂƐĞƌĞƉůĂĐĞŵĞŶƚŝŶƐƵƌĂŶĐĞŽƌ ƉĂLJƚŚĞƉƌĞŵŝƵŵƐƚŚĂƚĂƌĞĚƵĞŽŶĞdžŝƐƚŝŶŐƉŽůŝĐŝĞƐŝŶŽƌĚĞƌƚŽŵĂŝŶƚĂŝŶƚŚĞƌĞƋƵŝƌĞĚĐŽǀĞƌĂŐĞƐ͘ŽŶƚƌĂĐƚŽƌ ŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶLJƉĂLJŵĞŶƚƐŵĂĚĞďLJŝƚLJƚŽŽďƚĂŝŶŽƌŵĂŝŶƚ ĂŝŶŝŶƐƵƌĂŶĐĞĂŶĚŝƚLJŵĂLJĐŽůůĞĐƚƚŚĞƐĞ ƉĂLJŵĞŶƚƐ ĨƌŽŵ ŽŶƚƌĂĐƚŽƌ Žƌ ĚĞĚƵ Đƚ ƚŚĞ ĂŵŽƵŶƚ ƉĂŝĚ ĨƌŽŵ ĂŶLJ ƐƵŵ Ɛ ĚƵĞ ŽŶƚƌĂĐƚŽƌ ƵŶĚĞƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͘
ϭϯ͘ϱ ^ƵďŵŝƐƐŝŽŶ ŽĨ /ŶƐƵƌĂŶĐĞ WŽůŝĐŝĞƐ͘ ŝƚLJ ƌĞƐĞƌǀĞƐ ƚŚĞ ƌŝŐŚƚ ƚŽ ƌĞƋƵŝƌĞ͕ Ăƚ ĂŶLJƚŝŵĞ͕ ĐŽŵƉůĞƚĞ ĂŶĚ ĐĞƌƚŝĨŝĞĚĐŽƉŝĞƐŽĨĂŶLJŽƌĂůůƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞƉŽůŝĐŝĞƐĂŶĚĞŶĚŽƌƐĞŵĞŶƚƐ͘
Nov. 12, 2024 Item #2 Page 436 of 680
dd,D
Ed&
W^ϮϱͲϯϱϲϰ
WĂŐĞϲ ŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϱͬϮϮͬϮϬϮϰ
ϭϰ͘ h^/E
^^>/
E^
ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶĂŶĚŵĂŝŶƚĂŝŶĂŝƚLJŽĨĂƌůƐďĂĚƵƐŝŶĞƐƐ>ŝĐĞŶƐĞĨŽƌƚŚĞƚĞƌŵŽĨƚŚĞŐƌĞĞŵĞŶƚ͕ĂƐ ŵĂLJďĞĂŵĞŶĚĞĚĨƌŽŵƚŝŵĞͲƚŽͲƚŝŵĞ͘
ϭϱ͘ KhEd/E'Z
KZ^
ŽŶƚƌĂĐƚŽƌ ǁŝůů ŵĂŝŶƚĂŝŶ ĐŽŵƉůĞƚĞ ĂŶĚ ĂĐĐƵƌĂƚĞ ƌĞĐŽƌĚƐ ǁŝƚŚ ƌĞƐ ƉĞĐƚ ƚŽ ĐŽƐƚƐ ŝŶĐƵƌƌĞĚ ƵŶĚĞƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͘ůůƌĞĐŽƌĚƐǁŝůůďĞĐůĞĂƌůLJŝĚĞŶƚŝĨŝĂďůĞ͘ŽŶƚƌĂĐƚŽƌ ǁŝůůĂůůŽǁĂƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨŝƚLJĚƵƌŝŶŐ ŶŽƌŵĂů ďƵƐŝŶĞƐƐ ŚŽƵƌƐ ƚŽ ĞdžĂŵŝŶĞ͕ ĂƵĚŝƚ͕ ĂŶĚ ŵĂŬĞ ƚƌĂŶƐĐƌŝƉƚƐ Žƌ ĐŽƉŝĞƐ ŽĨ ƌĞĐŽƌĚƐ ĂŶĚ ĂŶLJ ŽƚŚĞƌ ĚŽĐƵŵĞŶƚƐĐƌĞĂƚĞĚƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚ͘ŽŶƚƌĂĐƚŽƌǁŝůůĂůůŽǁŝŶƐƉĞĐƚŝŽŶŽĨĂůůǁŽƌŬ͕ĚĂƚĂ͕
ĚŽĐƵŵĞŶƚƐ͕ƉƌŽĐĞĞĚŝŶŐƐ͕ĂŶĚĂĐƚŝǀŝƚŝĞƐƌĞůĂƚĞĚƚŽƚŚĞŐƌĞĞŵĞŶƚ ĨŽƌĂƉĞƌŝŽĚŽĨĨŽƵƌ;ϰͿLJĞĂƌƐĨƌŽŵƚŚĞ ĚĂƚĞŽĨĨŝŶĂůƉĂLJŵĞŶƚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘
ϭϲ͘ KtE
Z^,/WK&KhD
Ed^
ůůǁŽƌŬƉƌŽĚƵĐƚƉƌŽĚƵĐĞĚďLJŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽLJĞĞ Ɛ͕ĂŶĚƐƵďĐŽŶƚƌĂĐƚŽƌƐƉƵƌƐƵĂŶƚƚŽƚŚŝƐ ŐƌĞĞŵĞŶƚŝƐƚŚĞƉƌŽƉĞƌƚLJŽĨŝƚLJ͘/ŶƚŚĞĞǀĞŶƚƚŚŝƐŐƌĞĞŵĞŶƚ ŝƐƚĞƌŵŝŶĂƚĞĚ͕ĂůůǁŽƌŬƉƌŽĚƵĐƚƉƌŽĚƵĐĞĚ ďLJŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽLJĞĞƐĂŶĚƐƵďĐŽŶƚƌĂĐƚŽƌƐƉƵƌƐƵ ĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞĚĞůŝǀĞƌĞĚ ĂƚŽŶĐĞƚŽŝƚLJ͘ŽŶƚƌĂĐƚŽƌǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽŵĂŬĞŽŶĞ;ϭͿ ĐŽƉLJŽĨƚŚĞǁŽƌŬƉƌŽĚƵĐƚĨŽƌŽŶƚƌĂĐƚŽƌ͛Ɛ ƌĞĐŽƌĚƐ͘
ϭϳ͘ KWzZ/',d^
ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂůůĐŽƉLJƌŝŐŚƚƐ ƚŚĂƚĂƌŝƐĞĨƌŽŵƚŚĞƐĞƌǀŝ ĐĞƐǁŝůůďĞǀĞƐƚĞĚŝŶŝƚLJĂŶĚŽŶƚƌĂĐƚŽƌ ƌĞůŝŶƋƵŝƐŚĞƐĂůůĐůĂŝŵƐƚŽƚŚĞĐŽƉLJƌŝŐŚƚƐŝŶĨĂǀŽƌŽĨŝƚLJ͘
ϭϴ͘ EKd/
^
dŚĞŶĂŵĞŽĨƚŚĞƉĞƌƐŽŶƐǁŚŽĂƌĞĂƵƚŚŽƌŝnjĞĚƚŽŐŝǀĞǁƌŝƚƚĞŶŶŽƚŝĐĞŽƌƚŽƌĞĐĞŝǀĞǁƌŝƚƚĞŶŶŽƚŝĐĞŽŶďĞŚĂůĨ ŽĨŝƚLJĂŶĚŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞ͗
&ŽƌŝƚLJ͗ &ŽƌŽŶƚƌĂĐƚŽƌ͗
EĂŵĞ
ůĞŝĚĂ&ĞůŝdžzĂĐŬĞů EĂŵĞ d͘͘DƵĞůůĞƌ
dŝƚůĞ ^ĞŶŝŽƌŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌ dŝƚůĞ s͘W͘&ŝĞůĚKƉĞƌĂƚŝŽŶƐ ĞƉƚ WƵďůŝĐtŽƌŬƐ ĚĚƌĞƐƐ ϭϮϬE͘ŶĚƌĞĂƐĞŶƌ͘
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ƐĐŽŶĚŝĚŽ͕ϵϮϬϮϵ
ĚĚƌĞƐƐ ϭϲϯϱ&ĂƌĂĚĂLJǀĞŶƵĞ WŚŽŶĞ ϳϲϬͲϮϵϰͲϵϰϰϵĞdžƚ͘ϭϬϯ ϲϭϵͲϮϰϳͲϭϮϬϴ
ĂƌůƐďĂĚ͕ϵϮϬϬϴ
ŵĂŝů ƚĐΛƵƐŝƉŽƚŚŽůĞ͘ĐŽŵ
WŚŽŶĞ ϰϰϮͲϯϯϵͲϮϳϲϳ
ĂĐŚƉĂƌƚLJǁŝůůŶŽƚŝĨLJƚŚĞŽƚŚĞƌŝŵŵĞĚŝĂƚĞůLJŽĨĂŶLJĐŚĂŶŐĞƐŽĨ ĂĚĚƌĞƐƐƚŚĂƚǁŽƵůĚƌĞƋƵŝƌĞĂŶLJŶŽƚŝĐĞŽƌ ĚĞůŝǀĞƌLJƚŽďĞĚŝƌĞĐƚĞĚƚŽĂŶŽƚŚĞƌĂĚĚƌĞƐƐ͘
ϭϵ͘ '
E
Z>KDW>/E
t/d,>t^
ŽŶƚƌĂĐƚŽƌǁŝůůŬĞĞƉĨƵůůLJŝŶĨŽƌŵĞĚŽĨĨĞĚĞƌĂů͕ƐƚĂƚĞĂŶĚůŽĐĂů ůĂǁƐĂŶĚŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐǁŚŝĐŚ ŝŶĂŶLJŵĂŶŶĞƌĂĨĨĞĐƚƚŚŽƐĞĞŵƉůŽLJĞĚďLJŽŶƚƌĂĐƚŽƌ͕ŽƌŝŶĂŶLJǁĂLJĂĨĨĞĐƚƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^ĞƌǀŝĐĞƐ ďLJ ŽŶƚƌĂĐƚŽƌ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů Ăƚ Ăůů ƚŝŵĞƐ ŽďƐĞƌǀĞ ĂŶĚ ĐŽŵƉůLJ ǁŝƚŚ ƚŚĞƐĞ ůĂǁƐ͕ ŽƌĚŝŶĂŶĐĞƐ͕ ĂŶĚ ƌĞŐƵůĂƚŝŽŶƐĂŶĚǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞĐŽŵƉůŝĂŶĐĞŽĨŽŶƚƌ ĂĐƚŽƌΖƐƐĞƌǀŝĐĞƐǁŝƚŚĂůůĂƉƉůŝĐĂďůĞůĂǁƐ͕ ŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐ͘
Nov. 12, 2024 Item #2 Page 437 of 680
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Ed&
W^ϮϱͲϯϱϲϰ
WĂŐĞϳ ŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϱͬϮϮͬϮϬϮϰ
ŽŶƚƌĂĐƚŽƌǁŝůůďĞĂǁĂƌĞŽĨƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞ/ŵŵŝŐƌĂƚŝŽŶZĞĨŽƌŵĂŶĚŽŶƚƌŽůĐƚŽĨϭϵϴϲĂŶĚǁŝůů ĐŽŵƉůLJǁŝƚŚƚŚŽƐĞƌĞƋƵŝƌĞŵĞŶƚƐ͕ŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͕ ǀĞƌŝĨLJŝŶŐƚŚĞĞůŝŐŝďŝůŝƚLJĨŽƌĞŵƉůŽLJŵĞŶƚŽĨ ĂůůĂŐĞŶƚƐ͕ĞŵƉůŽLJĞĞƐ͕ƐƵďĐŽŶƚƌĂĐƚŽƌƐĂŶĚĐŽŶƐƵůƚĂŶƚƐǁŚŽƐĞƐĞƌǀŝĐĞƐĂƌĞƌĞƋƵŝƌĞĚďLJƚŚŝƐŐƌĞĞŵĞŶƚ͘
ϮϬ͘ >/&KZE//ZZ
^KhZ
^K Z;ZͿsE
>
E&>
d^Z
'h>d/KE^
ŽŶƚƌĂĐƚŽƌ͛ƐǀĞŚŝĐůĞƐ ǁŝƚŚĂ ŐƌŽƐƐ ǀĞŚŝĐůĞǁĞŝŐŚƚ ƌĂƚŝŶŐ ŐƌĞĂƚĞƌƚŚĂŶ ϴ͕ϱϬϬ ůďƐ͘ ĂŶĚ ůŝŐŚƚͲĚƵƚLJƉĂĐŬĂŐĞ ĚĞůŝǀĞƌLJ ǀĞŚŝĐůĞƐ ŽƉĞƌĂƚĞĚ ŝŶ ĂůŝĨŽƌŶŝĂ ŵĂLJ ďĞ ƐƵďũĞĐƚ ƚŽ ƚŚĞĂůŝĨŽƌŶŝĂ ŝƌ ZĞƐŽƵƌĐĞƐ ŽĂƌĚ ;ZͿ ĚǀĂŶĐĞĚůĞĂŶ &ůĞĞƚƐƌĞŐƵůĂƚŝŽŶƐ͘^ƵĐŚ ǀĞŚŝĐůĞƐ ŵĂLJ ƚŚĞƌĞĨŽƌĞďĞƐƵďũĞĐƚ ƚŽ ƌĞƋƵŝƌĞŵĞŶƚƐ ƚŽ ƌĞĚƵĐĞ ĞŵŝƐƐŝŽŶƐŽĨĂŝƌƉŽůůƵƚĂŶƚƐ͘&ŽƌŵŽƌĞŝŶĨŽƌŵĂƚŝŽŶ͕ƉůĞĂƐĞǀŝƐŝƚ ƚŚĞZĚǀĂŶĐĞĚůĞĂŶ&ůĞĞƚƐǁĞďƉĂŐĞ ĂƚŚƚƚƉƐ͗ͬͬǁǁϮ͘Ăƌď͘ĐĂ͘ŐŽǀͬŽƵƌͲǁŽƌŬͬƉƌŽŐƌĂŵƐͬĂĚǀĂŶĐĞĚͲĐůĞĂŶͲĨůĞĞƚƐ͘
Ϯϭ͘ /^Z/D/Ed/KEE,Z^^D
EdWZK,//d
ŽŶƚƌĂĐƚŽƌ ǁŝůů ĐŽŵƉůLJ ǁŝƚŚ Ăůů ĂƉƉůŝĐĂďůĞ ůŽĐĂů͕ ƐƚĂƚĞ ĂŶĚ ĨĞĚ ĞƌĂů ůĂǁƐ ĂŶĚ ƌĞŐƵůĂƚŝŽŶƐ ƉƌŽŚŝďŝƚŝŶŐ ĚŝƐĐƌŝŵŝŶĂƚŝŽŶĂŶĚŚĂƌĂƐƐŵĞŶƚ͘
ϮϮ͘ /^Whd
Z
^K>hd/KE
/ĨĂĚŝƐƉƵƚĞƐŚŽƵůĚĂƌŝƐĞƌĞŐĂƌĚŝŶŐƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^Ğƌǀ ŝĐĞƐƚŚĞĨŽůůŽǁŝŶŐƉƌŽĐĞĚƵƌĞǁŝůůďĞƵƐĞĚ ƚŽƌĞƐŽůǀĞĂŶLJƋƵĞƐƚŝŽŶƐŽĨĨĂĐƚŽƌŝŶƚĞƌƉƌĞƚĂƚŝŽŶŶŽƚŽƚŚĞƌǁŝƐĞƐĞƚƚůĞĚďLJĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐ͘ ZĞƉƌĞƐĞŶƚĂƚŝǀĞƐŽĨŽŶƚƌĂĐƚŽƌŽƌŝƚLJǁŝůůƌĞĚƵĐĞƐƵĐŚƋƵĞƐƚŝŽŶƐ͕ĂŶĚƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞǀŝĞǁƐ͕ƚŽǁƌŝƚŝŶŐ͘ ĐŽƉLJŽĨƐƵĐŚĚŽĐƵŵĞŶƚĞĚĚŝƐƉƵƚĞǁŝůůďĞĨŽƌǁĂƌĚĞĚƚŽďŽƚŚƉĂƌƚŝ ĞƐŝŶǀŽůǀĞĚĂůŽŶŐǁŝƚŚƌĞĐŽŵŵĞŶĚĞĚ ŵĞƚŚŽĚƐŽĨƌĞƐŽůƵƚŝŽŶ͕ǁŚŝĐŚǁŽƵůĚďĞŽĨďĞŶĞĨŝƚƚŽďŽƚŚƉĂƌƚŝĞƐ͘dŚĞƌĞƉƌĞƐĞŶƚĂƚŝǀĞƌĞĐĞŝǀŝŶŐƚŚĞůĞƚƚĞƌ ǁŝůůƌĞƉůLJƚŽƚŚĞůĞƚƚĞƌĂůŽŶŐǁŝƚŚĂƌĞĐŽŵŵĞŶĚĞĚŵĞƚŚŽĚŽĨƌĞƐ ŽůƵƚŝŽŶǁŝƚŚŝŶƚĞŶ;ϭϬͿďƵƐŝŶĞƐƐĚĂLJƐ͘/Ĩ ƚŚĞƌĞƐŽůƵƚŝŽŶƚŚƵƐŽďƚĂŝŶĞĚŝƐƵŶƐĂƚŝƐĨĂĐƚŽƌLJƚŽƚŚĞĂŐŐƌŝĞǀĞĚ ƉĂƌƚLJ͕ĂůĞƚƚĞƌŽƵƚůŝŶŝŶŐƚŚĞĚŝƐƉƵƚĞƐǁŝůů ďĞĨŽƌǁĂƌĚĞĚƚŽƚŚĞŝƚLJDĂŶĂŐĞƌ͘dŚĞŝƚLJDĂŶĂŐĞƌǁŝůůĐŽŶƐŝĚĞ ƌƚŚĞĨĂĐƚƐĂŶĚƐŽůƵƚŝŽŶƐƌĞĐŽŵŵĞŶĚĞĚ ďLJĞĂĐŚƉĂƌƚLJĂŶĚŵĂLJƚŚĞŶŽƉƚƚŽĚŝƌĞĐƚĂƐŽůƵƚŝŽŶƚŽƚŚĞƉƌŽď ůĞŵ͘/ŶƐƵĐŚĐĂƐĞƐ͕ƚŚĞĂĐƚŝŽŶŽĨƚŚĞŝƚLJ DĂŶĂŐĞƌǁŝůůďĞďŝŶĚŝŶŐƵƉŽŶƚŚĞƉĂƌƚŝĞƐŝŶǀŽůǀĞĚ͕ĂůƚŚŽƵŐŚŶŽƚ ŚŝŶŐŝŶƚŚŝƐƉƌŽĐĞĚƵƌĞǁŝůůƉƌŽŚŝďŝƚƚŚĞ ƉĂƌƚŝĞƐĨƌŽŵƐĞĞŬŝŶŐƌĞŵĞĚŝĞƐĂǀĂŝůĂďůĞƚŽƚŚĞŵĂƚůĂǁ͘
Ϯϯ͘ d
ZD/Ed/KE
/ŶƚŚĞĞǀĞŶƚŽĨƚŚĞŽŶƚƌĂĐƚŽƌΖƐĨĂŝůƵƌĞƚŽƉƌŽƐĞĐƵƚĞ͕ĚĞůŝǀĞƌ͕ŽƌƉĞƌĨŽƌŵƚŚĞ^ĞƌǀŝĐĞƐ͕ŝƚLJŵĂLJƚĞƌŵŝŶĂƚĞ ƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌŶŽŶƉĞƌĨŽƌŵĂŶĐĞďLJŶŽƚŝĨLJŝŶŐŽŶƚƌĂĐƚŽƌďLJĐĞ ƌƚŝĨŝĞĚŵĂŝůŽĨƚŚĞƚĞƌŵŝŶĂƚŝŽŶ͘/ĨŝƚLJ ĚĞĐŝĚĞƐƚŽĂďĂŶĚŽŶŽƌŝŶĚĞĨŝŶŝƚĞůLJƉŽƐƚƉŽŶĞƚŚĞǁŽƌŬŽƌƐĞƌǀŝĐĞ ƐĐŽŶƚĞŵƉůĂƚĞĚďLJƚŚŝƐŐƌĞĞŵĞŶƚ͕ŝƚLJ ŵĂLJ ƚĞƌŵŝŶĂƚĞ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ƵƉŽŶ ǁƌŝƚƚĞŶ ŶŽƚŝĐĞ ƚŽ ŽŶƚƌĂĐƚŽƌ͘ hƉŽŶ ŶŽƚŝĨŝĐĂƚŝŽŶ ŽĨ ƚĞƌŵŝŶĂƚŝŽŶ͕ ŽŶƚƌĂĐƚŽƌŚĂƐĨŝǀĞ;ϱͿďƵƐŝŶĞƐƐĚĂLJƐƚŽĚĞůŝǀĞƌĂŶLJĚŽĐƵŵĞŶƚƐŽǁŶĞĚďLJŝƚLJĂŶĚĂůůǁŽƌŬŝŶƉƌŽŐƌĞƐƐƚŽ
ŝƚLJĂƚƚŚĞĂĚĚƌĞƐƐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚLJǁŝůůŵĂŬĞ ĂĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨĨĂĐƚďĂƐĞĚƵƉŽŶƚŚĞ ǁŽƌŬƉƌŽĚƵĐƚĚĞůŝǀĞƌĞĚƚŽŝƚLJĂŶĚŽĨƚŚĞƉĞƌĐĞŶƚĂŐĞŽĨǁŽƌŬƚŚ ĂƚŽŶƚƌĂĐƚŽƌŚĂƐƉĞƌĨŽƌŵĞĚǁŚŝĐŚŝƐ ƵƐĂďůĞ ĂŶĚ ŽĨ ǁŽƌƚŚ ƚŽ ŝƚLJ ŝŶ ŚĂǀŝŶŐ ƚŚĞ ŐƌĞĞŵĞŶƚ ĐŽŵƉůĞƚĞĚ͘ ĂƐĞĚ ƵƉŽŶ ƚŚĂƚ ĨŝŶĚŝŶŐ ŝƚLJ ǁŝůů ĚĞƚĞƌŵŝŶĞƚŚĞĨŝŶĂůƉĂLJŵĞŶƚŽĨƚŚĞŐƌĞĞŵĞŶƚ͘
ŝƚLJŵĂLJƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚďLJƚĞŶĚĞƌŝŶŐƚŚŝƌƚLJ;ϯϬͿĚĂLJƐǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŽŶƚƌĂĐƚŽƌ͘ŽŶƚƌĂĐƚŽƌ ŵĂLJ ƚĞƌŵŝŶĂƚĞ ƚŚŝƐŐƌĞĞŵĞŶƚ ďLJ ƚĞŶĚĞƌŝŶŐ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ;ͺͺͺͿĚ ĂLJƐǁƌŝƚƚ ĞŶŶ ŽƚŝĐ ĞƚŽ ŝƚLJ͘/ŶƚŚ Ğ ĞǀĞŶƚŽĨƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚďLJĞŝƚŚĞƌƉĂƌƚLJĂŶĚƵƉŽŶƌĞƋƵĞƐƚŽĨŝƚLJ͕ŽŶƚƌĂĐƚŽƌǁŝůůĂƐƐĞŵďůĞ ƚŚĞǁŽƌŬƉƌŽĚƵĐƚĂŶĚƉƵƚŝƚŝŶŽƌĚĞƌĨŽƌƉƌŽƉĞƌĨŝůŝŶŐĂŶĚĐůŽƐ ŝŶŐĂŶĚĚĞůŝǀĞƌŝƚƚŽŝƚLJ͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞ ƉĂŝĚĨŽƌǁŽƌŬƉĞƌĨŽƌŵĞĚƚŽƚŚĞƚĞƌŵŝŶĂƚŝŽŶĚĂƚĞ͖ŚŽǁĞǀĞƌ͕ƚŚĞƚ ŽƚĂůǁŝůůŶŽƚĞdžĐĞĞĚƚŚĞůƵŵƉƐƵŵĨĞĞ ƉĂLJĂďůĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚLJǁŝůůŵĂŬĞƚŚĞĨŝŶĂůĚĞƚĞƌŵŝŶĂƚŝŽŶĂƐƚŽƚŚĞƉŽƌƚŝŽŶƐŽĨƚĂƐŬƐĐŽŵƉůĞƚĞĚ ĂŶĚƚŚĞĐŽŵƉĞŶƐĂƚŝŽŶƚŽďĞŵĂĚĞ͘
Ϯϰ͘ Ks
EEd^'/E^dKEd/E'
Ed&
^
ŽŶƚƌĂĐƚŽƌǁĂƌƌĂŶƚƐƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐŶŽƚĞŵƉůŽLJĞĚŽƌƌĞƚĂŝŶĞ ĚĂŶLJĐŽŵƉĂŶLJŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂ ďŽŶĂĨŝĚĞĞŵƉůŽLJĞĞǁŽƌŬŝŶŐĨŽƌŽŶƚƌĂĐƚŽƌ͕ƚŽƐŽůŝĐŝƚŽƌƐĞĐƵƌĞ ƚŚŝƐŐƌĞĞŵĞŶƚ͕ĂŶĚƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐ
Nov. 12, 2024 Item #2 Page 438 of 680
dd,D
Ed&
W^ϮϱͲϯϱϲϰ
WĂŐĞϴ ŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϱͬϮϮͬϮϬϮϰ
ŶŽƚƉĂŝĚŽƌĂŐƌĞĞĚƚŽƉĂLJĂŶLJĐŽŵƉĂŶLJŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂďŽŶĂĨŝĚĞĞŵƉůŽLJĞĞ͕ĂŶLJĨĞĞ͕ĐŽŵŵŝƐƐŝŽŶ͕ ƉĞƌĐĞŶƚĂŐĞ͕ďƌŽŬĞƌĂŐĞĨĞĞ͕ŐŝĨƚ͕ŽƌĂŶLJŽƚŚĞƌĐŽŶƐŝĚĞƌĂƚŝŽŶĐŽŶƚŝŶŐĞŶƚƵƉŽŶ͕ŽƌƌĞƐƵůƚŝŶŐĨƌŽŵ͕ƚŚĞĂǁĂƌĚ ŽƌŵĂŬŝŶŐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘&ŽƌďƌĞĂĐŚŽƌǀŝŽůĂƚŝŽŶŽĨƚŚŝƐǁĂƌƌĂŶƚLJ͕ŝƚLJǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽĂŶŶƵůƚŚŝƐ ŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚůŝĂďŝůŝƚLJ͕Žƌ͕ŝŶŝƚƐĚŝƐĐƌĞƚŝŽŶ͕ƚŽĚĞĚƵĐƚĨƌŽŵƚŚĞŐƌĞĞŵĞŶƚƉƌŝĐĞŽƌĐŽŶƐŝĚĞƌĂƚŝŽŶ͕Žƌ ŽƚŚĞƌǁŝƐĞƌĞĐŽǀĞƌ͕ƚŚĞĨƵůůĂŵŽƵŶƚŽĨƚŚĞĨĞĞ͕ĐŽŵŵŝƐƐŝŽŶ͕ƉĞƌĐĞŶƚĂŐĞ͕ďƌŽŬĞƌĂŐĞĨĞĞƐ͕ŐŝĨƚ͕ŽƌĐŽŶƚŝŶŐĞŶƚ ĨĞĞ͘
Ϯϱ͘ >/D^E>t^h/d^
LJ ƐŝŐŶŝŶŐ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͕ ŽŶƚƌĂĐƚŽƌ ĂŐƌĞĞƐ ƚŚĂƚ ĂŶLJ ŐƌĞĞŵĞŶƚĐ ů Ă ŝ ŵ Ɛ Ƶ ď ŵ ŝ ƚ ƚ Ğ Ě ƚ Ž ŝ ƚ LJ ŵ Ƶ Ɛ ƚ ď Ğ ĂƐƐĞƌƚĞĚ ĂƐ ƉĂƌƚ ŽĨ ƚŚĞ ŐƌĞĞŵĞŶƚ ƉƌŽĐĞƐƐ ĂƐ ƐĞƚ ĨŽƌƚŚ ŝŶ ƚŚŝƐŐƌĞĞŵĞŶƚ ĂŶĚ ŶŽƚ ŝŶ ĂŶƚŝĐŝƉĂƚŝŽŶ ŽĨ ůŝƚŝŐĂƚŝŽŶŽƌŝŶĐŽŶũƵŶĐƚŝŽŶǁŝƚŚůŝƚŝŐĂƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁ ůĞĚŐĞƐƚŚĂƚŝĨĂĨĂůƐĞĐůĂŝŵŝƐƐƵďŵŝƚƚĞĚƚŽ ŝƚLJ͕ ŝƚ ŵĂLJ ďĞ ĐŽŶƐŝĚĞƌĞĚ ĨƌĂƵĚ ĂŶĚ ŽŶƚƌĂĐƚŽƌ ŵĂLJ ďĞ ƐƵďũĞĐƚƚŽ ĐƌŝŵŝŶĂů ƉƌŽƐĞĐƵƚŝŽŶ͘ ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚĂůŝĨŽƌŶŝĂ'ŽǀĞƌŶŵĞŶƚŽĚĞƐĞĐƚŝŽŶƐϭϮϲϱϬĞƚƐĞƋ͕͘ƚŚĞ&ĂůƐĞůĂŝŵƐĐƚĂƉƉůŝĞƐƚŽƚŚŝƐ ŐƌĞĞŵĞŶƚĂŶĚ͕ƉƌŽǀŝĚĞƐĨŽƌĐŝǀŝůƉĞŶĂůƚŝĞƐǁŚĞƌĞĂƉĞƌƐŽŶŬŶŽǁ ŝŶŐůLJƐƵďŵŝƚƐĂĨĂůƐĞĐůĂŝŵƚŽĂƉƵďůŝĐ ĞŶƚŝƚLJ͘dŚĞƐĞƉƌŽǀŝƐŝŽŶƐŝŶĐůƵĚĞĨĂůƐĞĐůĂŝŵƐŵĂĚĞǁŝƚŚĚĞůŝďĞƌĂƚĞŝŐŶŽƌĂŶĐĞŽĨƚŚĞĨĂůƐĞŝŶĨŽƌŵĂƚŝŽŶŽƌŝŶ ƌĞĐŬůĞƐƐĚŝƐƌĞŐĂƌĚŽĨƚŚĞƚƌƵƚŚŽƌĨĂůƐŝƚLJŽĨŝŶĨŽƌŵĂƚŝŽŶ͘/Ĩ ŝƚLJƐĞĞŬƐƚŽƌĞĐŽǀĞƌƉĞŶĂůƚŝĞƐƉƵƌƐƵĂŶƚƚŽƚŚĞ &ĂůƐĞ ůĂŝŵƐ Đƚ͕ ŝƚ ŝƐ ĞŶƚŝƚůĞĚ ƚŽ ƌĞĐŽǀĞƌ ŝƚƐ ůŝƚŝŐĂƚŝŽŶ ĐŽƐƚ Ɛ͕ ŝŶĐůƵĚŝŶŐ ĂƚƚŽƌŶĞLJΖƐ ĨĞĞƐ͘ ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐ ƚŚĂƚ ƚŚĞ ĨŝůŝŶŐ ŽĨ Ă ĨĂůƐĞ ĐůĂŝŵ ŵĂLJ ƐƵďũĞĐƚ ŽŶƚƌĂĐƚŽƌ ƚŽ ĂŶ ĂĚŵŝŶŝƐƚƌĂƚŝǀĞ ĚĞďĂƌŵĞŶƚ ƉƌŽĐĞĞĚŝŶŐĂƐƚŚĞƌĞƐƵůƚŽĨǁŚŝĐŚŽŶƚƌĂĐƚŽƌŵĂLJďĞƉƌĞǀĞŶƚĞĚƚŽĂĐƚĂƐĂŽŶƚƌĂĐƚŽƌŽŶĂŶLJƉƵďůŝĐǁŽƌŬ Žƌ ŝŵƉƌŽǀĞŵĞŶƚ ĨŽƌ Ă ƉĞƌŝŽĚ ŽĨ ƵƉ ƚŽ ĨŝǀĞ ;ϱͿ LJĞĂƌƐ͘ ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐ ĚĞďĂƌŵĞŶƚ ďLJ ĂŶŽƚŚĞƌ ũƵƌŝƐĚŝĐƚŝŽŶŝƐŐƌŽƵŶĚƐĨŽƌŝƚLJƚŽƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚ͘
Ϯϲ͘ :hZ/^/d/KE^Es
Eh
dŚŝƐŐƌĞĞŵĞŶƚƐŚĂůůďĞŝŶƚĞƌƉƌĞƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞůĂǁƐ ŽĨƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͘ŶLJĂĐƚŝŽŶĂƚ ůĂǁŽƌŝŶĞƋƵŝƚLJďƌŽƵŐŚƚďLJĞŝƚŚĞƌŽĨƚŚĞƉĂƌƚŝĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĞŶĨŽƌĐŝŶŐĂƌŝŐŚƚŽƌƌŝŐŚƚƐƉƌŽǀŝĚĞĚĨŽƌ ďLJƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƚƌŝĞĚŝŶĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝ ĐƚŝŽŶŝŶƚŚĞŽƵŶƚLJŽĨ^ĂŶŝĞŐŽ͕^ƚĂƚĞŽĨ ĂůŝĨŽƌŶŝĂ͕ĂŶĚƚŚĞƉĂƌƚŝĞƐǁĂŝǀĞĂůůƉƌŽǀŝƐŝŽŶƐŽĨůĂǁƉƌŽǀŝĚŝŶŐĨŽƌĂĐŚĂŶŐĞŽĨǀĞŶƵĞŝŶƚŚĞƐĞƉƌŽĐĞĞĚŝŶŐƐ ƚŽĂŶLJŽƚŚĞƌĐŽƵŶƚLJ͘
Ϯϳ͘ ^h
^^KZ^E^^/'E^
/ƚŝƐŵƵƚƵĂůůLJƵŶĚĞƌƐƚŽŽĚĂŶĚĂŐƌĞĞĚƚŚĂƚƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůď ĞďŝŶĚŝŶŐƵƉŽŶŝƚLJĂŶĚŽŶƚƌĂĐƚŽƌĂŶĚ ƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞƐƵĐĐĞƐƐŽƌƐ͘EĞŝƚŚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŶŽƌĂŶLJƉĂƌ ƚŽĨŝƚŶŽƌĂŶLJŵŽŶŝĞƐĚƵĞŽƌƚŽďĞĐŽŵĞ ĚƵĞ ƵŶĚĞƌ ŝƚ ŵĂLJ ďĞ ĂƐƐŝŐŶĞĚ ďLJ ŽŶƚƌĂĐƚŽƌ ǁŝƚŚŽƵƚ ƚŚĞ ƉƌŝŽƌ ĐŽŶƐĞŶƚ ŽĨ ŝƚLJ͕ ǁŚŝĐŚ ƐŚĂůů ŶŽƚ ďĞ ƵŶƌĞĂƐŽŶĂďůLJǁŝƚŚŚĞůĚ͘
Ϯϴ͘ d,/ZͲWZdzZ/',d^
EŽƚŚŝŶŐŝŶƚŚŝƐŐƌĞĞŵĞŶƚƐŚŽƵůĚďĞĐŽŶƐƚƌƵĞĚƚŽŐŝǀĞĂŶLJƌŝŐŚƚ ƐŽƌďĞŶĞĨŝƚƐƚŽĂŶLJƉĂƌƚLJŽƚŚĞƌƚŚĂŶƚŚĞ ŝƚLJĂŶĚŽŶƚƌĂĐƚŽƌ͘
Ϯϵ͘
Ed/Z
'Z
D
Ed
dŚŝƐŐƌĞĞŵĞŶƚ͕ƚŽŐĞƚŚĞƌǁŝƚŚĂŶLJŽƚŚĞƌǁƌŝƚƚĞŶĚŽĐƵŵĞŶƚƌĞĨĞƌƌĞĚƚŽŽƌĐŽŶƚĞŵƉůĂƚĞĚďLJŝƚ͕ĂůŽŶŐǁŝƚŚ ƚŚĞ ƉƵƌĐŚĂƐĞ ŽƌĚĞƌ ĨŽƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ĂŶĚ ŝƚƐ ƉƌŽǀŝƐŝŽŶƐ͕ ĞŵďŽĚ LJ ƚŚĞ ĞŶƚŝƌĞ ŐƌĞĞŵĞŶƚ ĂŶĚ ƵŶĚĞƌƐƚĂŶĚŝŶŐďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐƌĞůĂƚŝŶŐƚŽƚŚĞƐƵďũĞĐƚŵĂƚƚĞƌŽĨŝƚ͘/ŶĐĂƐĞŽĨĐŽŶĨůŝĐƚ͕ƚŚĞƚĞƌŵƐŽĨƚŚĞ ŐƌĞĞŵĞŶƚ ƐƵƉĞƌƐĞĚĞ ƚŚĞ ƉƵƌĐŚĂƐĞ ŽƌĚĞƌ͘ EĞŝƚŚĞƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚŶŽƌ ĂŶLJ ŽĨ ŝƚƐ ƉƌŽǀŝƐŝŽŶƐ ŵĂLJ ďĞ ĂŵĞŶĚĞĚ͕ŵŽĚŝĨŝĞĚ͕ǁĂŝǀĞĚŽƌĚŝƐĐŚĂƌŐĞĚĞdžĐĞƉƚŝŶĂǁƌŝƚŝŶŐƐŝŐŶĞĚďLJďŽƚŚƉĂƌƚŝĞƐ͘dŚŝƐŐƌĞĞŵĞŶƚŵĂLJ ďĞĞdžĞĐƵƚĞĚŝŶĐŽƵŶƚĞƌƉĂƌƚƐ͘
ϯϬ͘ Wh>/'
Ez>h^
ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂŶLJƉƵďůŝĐĂŐĞŶĐLJĂƐĚĞĨŝŶĞĚďLJĂů͘'Žǀ ͘ŽĚĞƐĞĐƚŝŽŶϲϱϬϬ͕ŝĨĂƵƚŚŽƌŝnjĞĚďLJŝƚƐ ŐŽǀĞƌŶŝŶŐ ďŽĚLJ͕ ƐŚĂůů ŚĂǀĞ ƚŚĞ ŽƉƚŝŽŶ ƚŽ ƉĂƌƚŝĐŝƉĂƚĞ ŝŶ ƚŚŝƐ ĐŽŶƚƌĂĐƚ Ăƚ ƚŚĞ ƐĂŵĞ ƉƌŝĐĞƐ͕ ƚĞƌŵƐ͕ ĂŶĚ
Nov. 12, 2024 Item #2 Page 439 of 680
dd,D
Ed&
W^ϮϱͲϯϱϲϰ
WĂŐĞϵ ŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϱͬϮϮͬϮϬϮϰ
ĐŽŶĚŝƚŝŽŶƐ͘/ĨĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐLJĐŚŽŽƐĞƐƚŽƉĂƌƚŝĐŝƉĂƚĞ͕ƚŚĞƚĞƌŵƐŚĂůůďĞĨŽƌƚŚĞƚĞƌŵŽĨƚŚŝƐĐŽŶƚƌĂĐƚ͕ ĂŶĚ ƐŚĂůů ďĞ ĐŽŶƚŝŶŐĞŶƚ ƵƉŽŶ ŽŶƚƌĂĐƚŽƌΖƐ ĂĐĐĞƉƚĂŶĐĞ͘ WĂƌƚŝĐŝƉĂ ƚŝŶŐ ƉƵďůŝĐ ĂŐĞŶĐŝĞƐ ƐŚĂůů ďĞ ƐŽůĞůLJ ƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉůĂĐŝŶŐŽĨŽƌĚĞƌƐ͕ĂƌƌĂŶŐŝŶŐĨŽƌĚĞůŝǀĞƌLJĂŶĚͬŽƌƐĞƌǀŝĐĞƐ͕ĂŶĚŵĂŬŝŶŐƉĂLJŵĞŶƚƐƚŽƚŚĞ ŽŶƚƌĂĐƚŽƌ͘dŚĞŝƚLJŽĨĂƌůƐďĂĚĂŶĚĂƌůƐďĂĚDƵŶŝĐŝƉĂůtĂƚĞƌŝƐƚƌŝĐƚƐŚĂůůŶŽƚďĞůŝĂďůĞ͕ŽƌƌĞƐƉŽŶƐŝďůĞ͕ ĨŽƌĂŶLJŽďůŝŐĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽĨŝŶĂŶĐŝĂůƌĞƐ ƉŽŶƐŝďŝůŝƚLJ͕ŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƉĂƌƚŝĐŝƉĂƚŝŽŶ ďLJĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐLJ͘
ϯϭ͘ hd,KZ/dz
dŚĞŝŶĚŝǀŝĚƵĂůƐĞdžĞĐƵƚŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚƚŚĞŝŶƐƚƌƵŵĞŶƚƐƌĞ ĨĞƌĞŶĐĞĚŝŶŝƚŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌ ĞĂĐŚƌĞƉƌĞƐĞŶƚĂŶĚǁĂƌƌĂŶƚƚŚĂƚƚŚĞLJŚĂǀĞƚŚĞůĞŐĂůƉŽǁĞƌ͕ƌŝŐŚƚĂŶĚĂĐƚƵĂůĂƵƚŚŽƌŝƚLJƚŽďŝŶĚŽŶƚƌĂĐƚŽƌ ƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
džĞĐƵƚĞĚďLJŽŶƚƌĂĐƚŽƌƚŚŝƐͺͺͺͺͺͺͺͺͺͺͺĚĂLJŽĨͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ͕ϮϬϮϰ͘
Nov. 12, 2024 Item #2 Page 440 of 680
dd,D
Ed&
W^ϮϱͲϯϱϲϰ
WĂŐĞϭϭ ŝƚLJƚƚŽƌŶĞLJƉƉƌŽǀĞĚsĞƌƐŝŽŶϱͬϮϮͬϮϬϮϰ
y,//d
^KW
K&^
Zs/
^E&
^
WĞƌĨŽƌŵĂǀĂƌŝĞƚLJŽĨƵƚŝůŝƚLJůŽĐĂƚŝŶŐĂŶĚƉŽƚŚŽůŝŶŐƚĂƐŬƐĂƐŽƵƚůŝŶĞĚŝŶŝŶĚŝǀŝĚƵĂůWƌŽũĞĐƚdĂƐŬĞƐĐƌŝƉƚŝŽŶƐ Θ&ĞĞůůŽƚŵĞŶƚƐ;WdΘ&Ϳ͕ƌĞůĂƚĞĚƚŽƚŚĞĨŽůůŽǁŝŶŐ͗
͘ ^ƵďƐƵƌĨĂĐĞhƚŝůŝƚLJWŽƚŚŽůŝŶŐĂŶĚ>ŽĐĂƚŝŶŐ͘
͘ 'ƌŽƵŶĚWĞŶĞƚƌĂƚŝŶŐZĂĚĂƌ^ĞƌǀŝĐĞƐ͘
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Nov. 12, 2024 Item #2 Page 442 of 680
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
Nov. 12, 2024 Item #2 Page 443 of 680
Date: June 12, 2024
Quote # TC61224-13H
Expiration Date: End of Contract
Sales Person: T 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$
EExcluded: 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 --$
1120 N. Andreasen Dr. Escondido, CA 92029 PH# 760/294-9449 Fax# 760/294-9490 Project Name: RRFQ24 - 3430CA
AASPHALT REPAIR
TTRAFFIC CONTROL
Pothole Service (Prevailing Wage) Per Day
Description
USA Dig Alert Delination and Mark Out - Superintendent
RREPORTING
OOTHER 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:
EEleida Felix Yackel
CCity of Carlsbad Public Works Branch
55950 El Camino Real
YYour First Choice for Potholing Services
****4-hour minimum + Mob/Demob
CCarlsbad, 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)
Nov. 12, 2024 Item #2 Page 444 of 680
ATTACHMENT AG
PSA25-3570CA
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoid able delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. 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 projec t-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.
If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a writte n request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or
5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification ac companying 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. 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 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, ve rifying and certifying payroll records, 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 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
Nov. 12, 2024 Item #2 Page 446 of 680
ATTACHMENT AG
PSA25-3570CA
dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is r equired to create a free web-based Procore user account(s) and utilize web-based training / tutorial s (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contra ctor shall process all project documents through Procore because this platform will be used to submit , track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor provid e mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 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. 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 e mployee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreemen t will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation t o w h i c h C o n t r a c t o r i s e n t i t l e d . C i t y w i l l n o t m a k e a n y f e d e r a l o r s t a t e t a x w i t h h o l d i n g s o n b e h a l f o f Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. 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 Se rvices without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the perso ns either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions of persons directly employed by Contractor.
Nov. 12, 2024 Item #2 Page 447 of 680
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PSA25-3570CA
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, em ployees and volunteers from and against all claims, damages, losses and expenses incl uding attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the 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 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 durati on of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Co ntractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted 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 Nation al 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 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 Contra ctor 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.
Nov. 12, 2024 Item #2 Page 448 of 680
ATTACHMENT AG
PSA25-3570CA
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate lim it shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an auto mobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compens ation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omission s liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Covera ge must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limi ts maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during th e life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 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 Failure to Maintain Coverage. If Contractor fa ils to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obta in or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
13.5 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.
Nov. 12, 2024 Item #2 Page 449 of 680
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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, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its ag ents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontr actors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Eleida Felix Yackel Name
Title Senior Contract Administrator Title
Dept Public Works Address
CITY OF CARLSBAD
Address 1635 Faraday Avenue Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
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 obse rve 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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Nov. 12, 2024 Item #2 Page 450 of 680
ATTACHMENT AG
PSA25-3570CA
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 limi ted 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 lb s. and light-duty package delivery vehicles operated in California may be su bject 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, pl ease 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. 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, alth ough 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 Contract or by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contem plated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. Ci ty will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreem ent completed. Based upon that finding City will determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; ho wever, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
Nov. 12, 2024 Item #2 Page 451 of 680
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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 fo rth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor ma y be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of informatio n. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its liti gation costs, including at torney'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) ye ars. 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 competen t jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. 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 no r any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.
28. 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. 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. 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 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,
Nov. 12, 2024 Item #2 Page 452 of 680
ATTACHMENT AG
PSA25-3570CA
and shall be contingent upon Contractor's acceptance . Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financ ial responsibility, in connection with participation by another public agency.
31. A UTHORITY
The individuals executing this Agreement and the instr uments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
Executed by Contractor this___________ day of _______________________, 2024.
Nov. 12, 2024 Item #2 Page 453 of 680
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PSA25-3570CA
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.
Nov. 12, 2024 Item #2 Page 455 of 680
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 $4 ĉĎ
2D e a n G i p s o n Q A / Q C $ 4 ĉĎ
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%
Nov. 12, 2024 Item #2 Page 456 of 680
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)
$9 5 . 0 0
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
Nov. 12, 2024 Item #2 Page 457 of 680
City of Carlsbad | Fee Schedule
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
x 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.
x Hourly rates are charged on a portal-to-portal basis. x 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. x 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.
x Same Day Callouts will be subject to a 1-hour project management fee. x 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 time in addition to the lab test rate. Weekend sample pickups, if required, will incur additional charges. x 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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City of Carlsbad | Fee Schedule
RFQ No. 24-3430CA Master Agreement for Consultants | Discipline No. 12 Water Resources Studies and Engineering
Nov. 12, 2024 Item #2 Page 459 of 680
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Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoid able delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed ĨŝǀĞ hundred thousand dollars ($ϱ00,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibi t “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Ma nager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.
If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a 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 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.
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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is r equired to create a free web-based Procore user account(s) and utilize web-based training / tutorial s (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contra ctor shall process all project documents through Procore because this platform will be used to submit , track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor provid e mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 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. 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 e mployee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreemen t will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation t o w h i c h C o n t r a c t o r i s e n t i t l e d . C i t y w i l l n o t m a k e a n y f e d e r a l o r s t a t e t a x w i t h h o l d i n g s o n b e h a l f o f Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. 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 Se rvices without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the perso ns either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions of persons directly employed by Contractor.
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Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City.
11. 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, em ployees and volunteers from and against all claims, damages, losses and expenses incl uding attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the 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 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 durati on of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Co ntractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted 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 Nation al 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 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 Contra ctor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate lim it shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an auto mobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compens ation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omission s liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Covera ge must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limi ts maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during th e life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 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 Failure to Maintain Coverage. If Contractor fa ils to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obta in or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
13.5 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. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its ag ents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontrac tors 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. 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 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 obse rve 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 limi ted 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 (CAR B) 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 su bject 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, pl ease 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. 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, 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 prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contract or by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contem plated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City at the address contained in this Agreement. Ci ty will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreem ent completed. Based upon that finding City will determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) 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 deliv er it to City. Contractor will be paid for work performed to the termination date; ho wever, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. 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
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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 fo rth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor ma y be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of informatio n. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its liti gation costs, including at torney'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) ye ars. 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 competen t jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. 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 no r any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.
28. 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. 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. 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 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
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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 financ ial responsibility, in connection with participation by another public agency.
31. A UTHORITY
The individuals executing this Agreement and the instr uments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
Executed by Contractor this___________ day of _______________________, 2024.
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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
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 _________________________________________________________ $158.00/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) ___________________________________________________ $173.00/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 _______________________________________________________________________________ $130.00/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 Accept ed 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
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PSA25-3569CA
Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoid able delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. 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 projec t-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to co mplete the project in accordance with the specified scope of services. The Task Description will also incl ude a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof.
If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a writte n request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or
5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification ac companying 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. 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 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, ve rifying and certifying payroll records, 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 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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is r equired to create a free web-based Procore user account(s) and utilize web-based training / tutorial s (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contra ctor shall process all project documents through Procore because this platform will be used to submit , track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor provid e mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 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. 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 e mployee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreemen t will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation t o w h i c h C o n t r a c t o r i s e n t i t l e d . C i t y w i l l n o t m a k e a n y f e d e r a l o r s t a t e t a x w i t h h o l d i n g s o n b e h a l f o f Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. 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 Se rvices without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the perso ns either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions of persons directly employed by Contractor.
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ATTACHMENT AI
PSA25-3569CA