MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION ARCADIS U.S., INC.
THIS AGREEMENT (“Agreement” is made and entered into as of the ______________ day of ___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California ("CMWD"), and Arcadis U.S., Inc., a Delaware corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in construction management and inspection for horizontal projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager or General Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give PSA25-3824CMI
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allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and June 24, 2025
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decreasing turnaround times. 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 City of Carlsbad City Engineer approves otherwise, 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. 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 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 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, requests for information, 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 this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
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Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD.
11. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions 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 California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, 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, attorneys fee, cost or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the 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 June 24, 2025
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obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
13.1.1 Commercial General Liability Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages.
Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
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13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD: For Contractor:
Name Jennifer Chapman Name Lauren Jentzen
Title
Senior Contract Administrator
Title PE - Construction Principal
(Project Manager)
Dept Public Works/CM&I Address 530 B Street, Suite 1000 CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92101
Address 1635 Faraday Ave. Phone 858-414-2449
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
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 June 24, 2025
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles 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, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services, the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement.
CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.
Contractor may terminate this Agreement by tendering thirty (30) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD.
Contractor will be paid for work performed to the termination date; however, the total will not exceed June 24, 2025
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the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and June 24, 2025
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
ARCADIS U.S., INC., a Delaware corporation
By: By:
(sign here) K , President
John McCarthy, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Robyn Miller, Secretary Director of Constituent & Clerk Services (print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell phone, insurance, travel time, etc.
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Arcadis Staff
Name Title Hourly Rate OT Rate DT Rate
1. Lauren Jentzen Construction Manager / Resident Engineer $283.00 NA NA
2. Arthur Serata Construction Manager / Resident Engineer $283.00 NA NA
3. Nariman Khomamizadeh Construction Manager / Resident Engineer $220.00 NA NA
4. Craig Hutchins Construction Manager / Resident Engineer $230.00 NA NA
5. Yanal Bushnaq Construction Manager / Resident Engineer $195.00 NA NA
6. Allen Day Construction Inspector* $220.00 $260.00 $300.00
7. Sarah Thomson Construction Inspector* $238.00 $280.00 $323.00
8. Conrad Taylor Construction Inspector* $220.00 $260.00 $300.00
9. Chris Wright Construction Inspector* $238.00 $280.00 $323.00
10. Erik Anderson Construction Inspector* $230.00 $271.00 $314.00
11. Kiah Tretter Admin/Document Control Specialist $115.00 NA NA
12. Rhonda Barkey Admin/Document Control Specialist $132.00 NA NA *Construction Inspector rates based off DIR Prevailing Wage SD-23-63-3-2024-2D, Group 2 Subconsultants
Name / Firm Title Hourly Rate OT Rate DT Rate
1. Oscar Mendoza (KCS) Construction Manager / Resident Engineer $272.00 NA NA
2. Jeff Edwards (KCS) Construction Inspector* $225.00 $274.25 $322.87
3. Jay Losofsky (KCS) Start-up support $233.00 NA NA
4. Teresa Gonzalez-White (GWCS) Labor Compliance $120.00 NA NA
5. Gerald Montgomery Principal / QSD $160.00 NA NA
6. Steven Branson (SQ) Project Manager / QSD $150.00 NA NA
7. Julietta Viduya (SQ) QSP $125.00 NA NA
8. Stan Olmos (SQ) QSP $125.00 NA NA
9. Thomas Klein (RCS) E & IC, Start-up Support $230.00 $345.00 $460.00 PSA25-3824CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION CPM PARTNERS, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of ___________________, 20 25, but effective August 18, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California ("CMWD"), and CPM Partners, Inc., a California corporation ("Contractor").
RECITALS
A. CMWD requ ires the professiona l service s o f a consultant th at is experience d in construction management and inspection for horizontal projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render those services ("Services") that are defined in attached Exhibit "A ," which is incorporated by this reference in accordance with this Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date fir st above written to Aug. 17, 2028 . The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors . The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager or General Attachment D
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Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year , if agreed to by both parties. Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are N et 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee A llotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hour ly rate, percentage of project complete, completion of specific project tasks or a combination of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work, unless currently registered and q ualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
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dynamic by improving information flow, reducing non -productive activities, reducing rework and decreasing turnaround times. 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 City of Carlsbad City Engineer approves otherwise, 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. 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 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 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, requests for information, 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 managemen t does not relieve the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the result to be accomplished but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers ' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the Docusign Envelope ID: 35B0EC17-D19C-45E6-9EF0-F39FAF87A55D June 24, 2025
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subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD.
11. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions 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 California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, 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 jurisdic tion. Co ntractor’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, attorneys fee, cost or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self -administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non -admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that th e limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Docusign Envelope ID: 35B0EC17-D19C-45E6-9EF0-F39FAF87A55D June 24, 2025
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Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
13.1.1 Commercial General Liability Insurance . Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability . Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this.
13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions . Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements . Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
13.4 Failure to Maintain Coverage . If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages.
Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
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13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD: For Contractor:
Name Jennifer Chapman Name Alex Janecek
Title Senior Contract Administrator Title Vice President Dept Public Works/CM&I Address 523 Encinitas Blvd., #200 CARLSBAD MUNICIPAL WATER DISTRICT Encinitas, CA 92024 Address 1635 Faraday Ave. Phone 310-989-3104
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times ob serve and comply with these laws, ordinances, and Docusign Envelope ID: 35B0EC17-D19C-45E6-9EF0-F39FAF87A55D June 24, 2025
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles ma y therefore be subject to requirements to reduce 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, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in th is 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, C MWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, C MWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progres s to C MWD address contained in this Agreement. C MWD will make a determination of fact based upon the work product delivered to C MWD and of the percentage of work that Contractor has performed which is usable and of worth to C MWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement.
CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.
Contractor may terminate this Agreement by tendering thirty (30) days written notice to C MWD. In the event of termination of this Agreement by either party and upon request of C MWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to C MWD.
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the lump sum fee payable under this Agreement. C MWD will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreeme nt, Contractor agrees that any a greement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 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 inf ormation. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative d ebarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles . Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and Docusign Envelope ID: 35B0EC17-D19C-45E6-9EF0-F39FAF87A55D June 24, 2025
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
CPM PARTNERS, INC., a California corporation
By: By:
(sign here) KEITH BLACKBURN, President
Maribel Janecek,
President and Chief Financial Officer
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation , Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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PSA25-3823CMI
EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as -needed horizontal construction management and inspection services in accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell phone, insurance, travel time, etc.
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB City of Carlsbad, RFQ25-3671CMI | 1
CPM
PARTNE
RS
FEE SCHEDULE
CPM Partners
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Nova Services
NAME TITLE HOURLY RATE
1 Alex Janecek, PE, CCM, QSD RE, Sr. Scheduler, Sr. Claims $240.00 2 Gordon Costa, PE Lead Scheduler, Claims $264.00
3 Ahmad Rafiq, PE RE, Inspector $233.00
4 Pedro Aguilar ARE, Inspector $224.00
5 Rafael Perez OE, Inspector $224.00
6 OE, Inspector $165.00
7 Wendy Casdorph Project Controls, Admin $133.00
8 Ylonda Miles Admin / Document Control $120.00
9 Ryan Priestman, PMP Scheduler, Claims Support $181.00 10 Mellissa Leyendecker OE,Admin $134.00
11 Erick Strickland Constructability Reviewer $212.00
12 Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1 Gannett Fleming, Inc. Attached
2 Kleinfelder Construction Svcs Attached
3 La Salle Solutions Attached
4 New City Consulting Attached
5 NOVA Services Attached
Expenses
DESCRIPTION COST % MARKUP
1 n/a
2 3
4 5
Exhibit B - Rate Schedule
CPM Partners, Inc
Agustin Salinas, PE
PSA25-3823CMI - Exhibit "A" (Cont.)
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB Gannett Fleming
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Gannett Fleming Revision 01
NAME TITLE HOURLY RATE
1 David Toschak (GAN) Resident Engineer $216.62
2 David Cooper (GAN) Resident Engineer $281.86
3 *Mike Broadwater (GAN) SWPPP Inspector $232.95
4 *John Tonarely (GAN) Inspector $232.95
5 *David Shepherd (GAN) Inspector $199.94
6 Rhodie Lumanog (GAN) Labor Compliance $145.26
7 Jim Gallego (GAN) Scheduler $240.00
9 10
11 12
Sub-Consultants
NAME/FIRM
TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION
COST % MARKUP
1 Vehicle $1,242.62 0%
2 3
4 5
Night work and Overtime will be billed at a pro-rata adjusted rate.
Exhibit B - Rate Schedule
* Denotes employees/classifications that are subject to CA prevailing wage. Rates above are day-shift straight-time rates.
PSA25-3823CMI - Exhibit "A" (Cont.)
PSA25-3823CMI - "A" (Cont.)
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CPM
PARTNE
RS
Kleinfelder Construction Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Kleinfelder Construction Services
NAME TITLE HOURLY RATE
1 Matt Burris, PE, QSD (KCS) Resident Engineer $208.00
2 James Foote (KCS) ARE/Inspector $199.00
3 Claire Fetros (KCS) ARE/Inspector $199.00
4 Brian O’Dell, EIT (KCS) ARE/Inspector $199.00
5 Joe Massie (KCS) ARE/Inspector $199.00
6 Mark Plotnikiewicz, PE, QSD (KCSSenior Scheduler $260.00 7 Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION COST % MARKUP
1 Field Vehicle $1485/Month 0%
2 3
4 5
Exhibit B - Rate Schedule
Fee Schedule
PSA25-3823CMI - Exhibit "A" (Cont.)
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CPM
PARTNE
RS
La Salle Solutions LLC
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
La Salle Solutions
NAME TITLE HOURLY RATE
1 Enrique Castaneda CM/RE $235.00
2 Samuel Virgil CM/RE $235.00
3 Robin Wollen Construction Inspector $235.00
4 5
6 7
8 9
10 11
12 Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION COST % MARKUP
1 Mileage per IRS rate
2 3
4 5
Exhibit B - Rate Schedule
Fee Schedule
PSA25-3823CMI - Exhibit "A" (Cont.)
Docusign Envelope ID: 35B0EC17-D19C-45E6-9EF0-F39FAF87A55D June 24, 2025
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CPM
PARTNE
RS
New City Consulting
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
New City Consulting
NAME TITLE HOURLY RATE
1 Patrick Nolan (NEW) Senior Construction Manager $233.00 2 Matthew Horak (NEW) Construction Manager $198.00
3 Mark Brunelle (NEW) Senior Construction Inspector $185.00 4 Lisa Brennan (NEW) Assistant Construction Manager $166.00 5 Jessica Poorman (NEW) Certified Payroll Compliance $130.00 6 7
8 9
10 11
12 Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION COST % MARKUP
1 2
3 4
5 Exhibit B - Rate Schedule
Fee Schedule
PSA25-3823CMI - Exhibit "A" (Cont.)
Docusign Envelope ID: 35B0EC17-D19C-45E6-9EF0-F39FAF87A55D June 24, 2025
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CPM
PARTNE
RS
Nova Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Nova Services
NAME TITLE HOURLY RATE
1 Tom Canady (Nova) Principal Engineer $240.00
2 Adam Greening (Nova) Laboratory Manager $110.00
3 Simon Sayavanh (Nova) Special Inspector $142.00
4 Morgan Lamb (Nova) Special Inspector $142.00
5 Steve Hamlin (Nova) Field Technician $140.00
6 Brian Steinhauser (Nova) Field Technician $140.00
7 8
9 10
11 12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1 2
3 4
Expenses
DESCRIPTION COST % MARKUP
1 Monthly MetaField Reporting $425/month 0%
2 Coring Two Man Crew $345/hour 0%
3 4
5 Exhibit B - Rate Schedule
Fee Schedule
PSA25-3823CMI - Exhibit "A" (Cont.)
Docusign Envelope ID: 35B0EC17-D19C-45E6-9EF0-F39FAF87A55D June 24, 2025
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION
MANAGEMENT AND INSPECTION
KLEINFELDER CONSTRUCTION SERVICES, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California ("CMWD"), and Kleinfelder Construction Services, Inc., a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in construction management and inspection for horizontal projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager or General PSA25-3822CMI
)
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PSA25-3822CMI
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD (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 June 24, 2025
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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. 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 City of Carlsbad City Engineer approves otherwise, 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. 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 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 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, requests for information, 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 this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the result to be accomplished but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
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 c 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the June 24, 2025
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subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD.
11. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including fees arising out of the performance of the work described in this Agreement and Task Descriptions 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.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor
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 jurisdic percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of -administered
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 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
Approved Surplus Line Insurers
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 June 24, 2025
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Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
13.1.1 Commercial General Liability Insurance.
including personal and 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 satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 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
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages.
Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
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13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD: For Contractor:
Name Jennifer Chapman Name Mark Plotnikiewicz
Title Senior Contract Administrator Title PE, QSD
Dept Public Works/CM&I Address 5761 Copley Drive, Suite 100 CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92111
Address 1635 Faraday Ave. Phone 858-223-84
Carlsbad, CA 92008 Email [email protected] Phone 442-339-2780
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 June 24, 2025
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement.
CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.
Contractor may terminate this Agreement by tendering thirty (30) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD.
Contractor will be paid for work performed to the termination date; however, the total will not exceed June 24, 2025
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the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and June 24, 2025
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
KLEINFELDER CONSTRUCTION SERVICES, INC.,
a California corporation
By: By:
(sign here) KEITH BLACKBURN, President
Rich Fitterer
Vice President & Area Manager
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed horizontal construction management and inspection services in -3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell phone, insurance, travel time, etc.
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KLEINFELDER CONSTRUCTION SERVICES BILLING RATES
CITY OF CARLSBAD
AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (NON-PREVAILING WAGE)
Field Staffing Position Straight Time
($/Hr Range)
Project Manager $273
Safety Inspector $263
Construction Manager $264
Schedule Engineer $273
Resident Engineer $220 - $242
Senior Inspector Non PW $195 - $220
Wastewater Senior Inspector Non PW $195 - $220
Office Engineer $155 - $180
Structures Representative $205 - $225
(PREVAILING WAGE)
Field Staffing Position Straight Time
Safety Inspector PW $263
Senior Inspector PW $199 - $225
Structures Inspector PW $199 - $225
Wastewater Senior Inspector PW $199 - $225
Hourly charges include provisions for normal overhead costs such as fringe benefits, insurance, clerical services, equipment, normal supplies and materials. Field personnel are equiped with work trucks, cell phone/radios, laptop computers and basic tools. All other direct costs shall be reimbursed at a rate of costs plus 10%.
Mileage costs for construction managers and inspectors are included in our hourly rate, and we will not be billing separately for mileage expenses for work performed in those classifications.
Also, all equipment, cell phones, laptops, insurance, and vehicle charges are included in the hourly rates as well, for all classifications.
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION VALLEY CM, INC. D.B.A. VALLEY CONSTRUCTION MANAGEMENT
THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California ("CMWD"), and Valley CM, Inc., a California corporation d.b.a. Valley Construction Management ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in construction management and inspection for horizontal projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager or General Attachment F
)
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Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD (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 June 24, 2025
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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. 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 City of Carlsbad City Engineer approves otherwise, 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. 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 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 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, requests for information, 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 this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the result to be accomplished but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
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 c 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the June 24, 2025
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subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD.
11. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including fees arising out of the performance of the work described in this Agreement and Task Descriptions 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.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of -administered
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 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
Approved Surplus Line Insurers
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 June 24, 2025
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Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
13.1.1 Commercial General Liability Insurance.
including personal and 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
satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 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
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages.
Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
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13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD: For Contractor:
Name Jennifer Chapman Name Paul Mochel
Title Senior Contract Administrator Title Principal Construction Manager Dept Public Works/CM&I Address 3525 Del Mar Heights Rd., #192 CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92130 Address 1635 Faraday Ave. Phone 858-444-6804
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
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 June 24, 2025
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets .
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement.
CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.
Contractor may terminate this Agreement by tendering thirty (30) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD.
Contractor will be paid for work performed to the termination date; however, the total will not exceed June 24, 2025
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the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and June 24, 2025
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
VALLEY CM, INC., a California corporation
d.b.a. Valley Construction Management
By: By:
(sign here) KEITH BLACKBURN, President
Galina Mochel, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Paul Mochel, Secretary Director of Constituent & Clerk Services (print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed horizontal construction management and inspection services in -3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell phone, insurance, travel time, etc.
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING
ATLAS TECHNICAL CONSULTANTS, LLC
THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California ("CMWD"), and Atlas Technical Consultants, LLC, a Delaware limited liability company ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in materials testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed materials testing.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager or General )
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Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred thousand dollars ($600,000) per Agreement year. If the City elects to extend the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD (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 June 24, 2025
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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. 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 City of Carlsbad City Engineer approves otherwise, 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. 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 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 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, requests for information, 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 this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
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 c 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the June 24, 2025
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subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD.
11. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions 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.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor
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. Co percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of -administered
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 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 Cal Approved Surplus Line Insurers
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 June 24, 2025
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Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
13.1.1 Commercial General Liability Insurance.
including personal and 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 satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 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
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages.
Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
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13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD: For Contractor:
Name Jennifer Chapman Name Dan Ferguson
Title Senior Contract Administrator Title Field Services Manager Dept Public Works/CM&I Address 9085 Aero Drive Ste B
CARLSBAD MUNICIPAL WATER DISTRICT S , CA 92123
Address 1635 Faraday Ave. Phone 858-531-9777
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
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 June 24, 2025
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement.
CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.
Contractor may terminate this Agreement by tendering thirty (30) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD.
Contractor will be paid for work performed to the termination date; however, the total will not exceed June 24, 2025
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the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and June 24, 2025
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, 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.
{signatures on following page}
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31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
Atlas Technical Consultants, LLC, a Delaware
limited liability company
By: By:
(sign here) , President
Yashar Hooshvar, Hub Leader
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed materials testing services in accordance with the City/CMWD Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City/CMWD
within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and tasks. Costs incurred by the City/CMWD due to time delays created by the materials testing firm shall be at the expense of said firm. The City/CMWD will make every effort to coordinate work to allow use of a single technician, but is under no obligation to do so. The City/CMWD may schedule or reschedule work on a same day basis if a technician is available. The City/CMWD will not be held liable for any test cancellation that occurred at least two (2) hours prior to the scheduled time. The City/CMWD will only pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off. Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City/CMWD.
If the use of subcontractors is approved by the City/CMWD, they shall be billed at cost plus no more than 10%.
Compaction test reports will be made available in the field at the time of testing where sampling for maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same day for asphalt concrete. When proctors for maximum densities are not available on the day of testing, compaction test results shall be available no later than the next day. Contractor will prepare and submit a formal report as soon as that segment of work is completed or when otherwise requested by the City/CMWD.
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$250
$250
$215
$215
$190
$190
$142
$142
$142
$142
$142
$146
$146
$146
Professional (Engineering, Geology)
Director/Principal Professional $250
Senior Professional $215
Project Professional $190
Staff Professional $160
Drafter Level II $120
Drafter Level I $110
Project Management
Senior Project Manager $210
Project Manager $190
Project Controller $95
Field Services (Geotechnical, Special Inspection)
Field Supervisor $190
Off Site Inspector $146
Laboratory Technician $100
Group 1 (Field Soils, Material Tester) $142
Group 2 (Special Inspection) $146
Group 3 (NDT Testing) $149
Group 4 (Coring) $140
NACE Inspector $175
Travel, Equipment, and Miscellaneous
Sample Pick Up $100/hour
Vehicle/Truck $100/day
Nuclear Gauge $50/day
Torque Wrench $50/day
Pull Testing $75/day
Air Meter $50/day
NDT Equipment $60/day
Coring Equipment $95/day
Travel Time
Overtime and Saturday Rate
Sunday and Nationally Recognized Holiday Rate
Rush Surcharge
Per Diem (variable, depending on location)
Specialty Equipment Surcharge
MASTER AGREEMENT RATE SCHEDULE
STAFF
Daniel Ferguson
PROFESSIONAL SERVICES
Hourly Rate
1.5 x Regular Hourly Rate
2 x Regular Hourly Rate
Normal Rate Plus 50%
Quote
Quote
Peter SteinGillette
Ismael Gonzalez
Chris Castaneda
Nate Bachour
Sam Carbajal
Austin Hill
Daniel Broyles
Chad Bartley
Anthony Strewart
Raul Tena
Senior Professional
Erick Aldrich
Morteza Mirshekari
Dale Bodman
Bryan Rall
Special Inspector
TITLE HOURLY RATE
Field Technician
Field Technician
Field Technician
Special Inspector
Special Inspector
Senior Geologist
Director of Lab Services
Field Services Manager
Field Technician
Field Technician
Project Manager
Principal Engineer
Senior Professional
CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3 PSA25-3826CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 Soil and Aggregate
California Bearing Ratio (ASTM D854) $515
California Impact (Cal 216) $255
Clay Lumps in Aggregate (ASTM C142) $185
Cleanness Value (Cal 227) $245
Compressive Strength of Rock Core (ASTM D7012) $320
Consolidation (ASTM D2435) $245
Corrosivity Testing (Soluble Chlorides and Sulfates, pH and Resistivity) $230 Crushed Particles (Cal 205, ASTM D5821) $185
Direct Shear (ASTM D3080) $320
Durability Factor (Cal 229, ASTM D3744) $120
Durability Index (Cal 229, ASTM D3744) $275
Expansion Index (ASTM D4829) $220
Fine Aggregate Angularity (AASHTO T304) $245
Fineness Modulus (ASTM C136) $35
Flat & Elongated Pieces (ASTM D4791) $215
Light Weight Pieces (ASTM C123) $125
Liquid Limit (Cal 204, ASTM D4318) $95
Los Angeles Abrasion (Cal 211, ASTM C131) $275
Maximum Density Check Point (ASTM D698/D1557) $110
Maximum Density/Optimum Moisture – 4 inch (ASTM D698, D1557) $245 Maximum Density/Optimum Moisture – 6 inch (ASTM D698, D1557) $270 Minimum Density (ASTM D1556) $95
Moisture Content (Cal 226, ASTM C566, ASTM D2216) $45
Natural Density Chunk Sample (ASTM D2937) $55
Natural Moisture/Density Ring or Core Sample (ASTM D2937) $50 One-Dimensional Swell or Collapse of Soils – per point (ASTM D4546) $235 Organic Impurities (Cal 213, ASTM C40) $115
Organic Matter (ASTM D2974) $95
Percent Finer than #200 (ASTM C117, ASTM D1140) $90
Permeability Remold Sample (ASTM D2434) $245
Permeability Remold Sample (ASTM D5084)
Permeability Undisturbed Sample (ASTM D5084)
Petrographic Analysis (Cal 215, ASTM C295)
pH & Resistivity (Cal 643, ASTM G51) $155
Plasticity Index (Cal 204, ASTM 4318) $160
Potential Reactivity (ASTM C289) $270
Residual Shear (ASTM D6467) $545
Rock Correction (ASTM D4718) $35
R-Value (Cal 301, ASTM D2844) $340
Sand Castle Test (USACE) $240
Sand Equivalent (Cal 217, ASTM D2419) $110
Sieve Analysis (ASTM C136, ASTM D6913, Cal 202) $135
Sieve Analysis with Hydrometer (Cal 203, ASTM D422) $245 Soil Cement Compression Strength (Cal 312, ASTM D1633) $65 Soil Cement Cylinder Fabrication (Cal 312, ASTM D1632) $125 Soil Cement Mixtures, Wetting and Drying (ASTM D559) $1,400 Soluble Chlorides (Cal 422) $80
Soluble Sulfate (Cal 417) $80
Soundness 5 Cycles (Cal 214, ASTM C88) $260
Specific Gravity Coarse Aggregate (Cal 206, ASTM C127) $145 Quote
Quote
Quote
LABORATORY TESTS
CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3 PSA25-3826CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 Soil and Aggregate Continued
Specific Gravity Fine Aggregate (Cal 207, ASTM C128) $145 Thermal Resistivity of Soils (remolded sample) (IEEE 422) $1,285 Triaxial Shear Consolidated – Undrained (ASTM D4767)
Triaxial Shear Unconsolidated – Undrained (ASTM D2850)
Triaxial Staged Consolidated – Undrained (ASTM D4767)
Triaxial Staged Unconsolidated – Undrained (ASTM D2850) Unconfined Compression (ASTM D2166) $200
Unit Weight Aggregate (Cal 212, ASTM C29) $100
Asphalt Concrete
Asphalt Core Specific Gravity (Cal 308, ASTM D2726) $85 Asphalt Core Specific Gravity Waxed (Cal 308, ASTM D1188) $105 Emulsion Content (CTM 382) $220
Film Stripping (Cal 302)
Gyratory Compacted Maximum Specific Gravity (AASHTO T312) $430 Hamburg Wheel Plant Produced HMA (AASHTO T324/Caltrans Section 39) $1,105 Hveem Maximum Bulk Specific Gravity (Cal 308) $370
Hveem & Stabilometer Value (Cal 366) $490
Ignition Oven Correction Factor (AASHTO T308) $310
Ignition Oven Degradation Factor (AASHTO T308) $310
Marshall Density Stability & Flow (ASTM D6927) $490
Marshall Density (ASTM D6926) $370
Moisture Content of Asphalt Mixtures Using Microwave (Cal 370) $65 Moisture Vapor Susceptibility (Cal 307)
Optimum Bitumen Content (AASHTO R35/Cal 367) $3,750
Percent Bitumen Asphaltic Concrete (Cal 382, ASTM D6307) $220 Residue by Evaporation (Cal 331) $220
Rice Maximum Theoretical Specific Gravity AC (Cal 309, ASTM D2041) $165 Sieve Analysis Extracted Aggregate (Cal 382, ASTM D5444) $115 Stability and Flow (ASTM D1559) $430
Stabilometer Value (Cal 366) $430
Tensile Strength Ratio Plant Produced HMA (AASHTO T283) $1,105 Wet Track Abrasion (ASTM D3910) $230
Concrete
2X2 Cube Compression $35
Chloride Ion Testing (ASTM C1218) $270
Concrete Core Compression (ASTM C42) $75
Concrete Cylinder Compression (Cal 521, ASTM C39) $35
Flex Beam Modulus of Rupture (Cal 523, ASTM C78) $95
Modulus of Elasticity (Cal 522, ASTM C469) $320
Shotcrete Mockup Panel (ASTM C1140) $1,275
Shotcrete Panel, 3 Cores Compression (CBC) $360
Shrinkage Hardened Concrete (ASTM C157 Modified) $455
Split Tensile Concrete Cylinder (ASTM C496) $95
Time of Set (ASTM C403) $245
Trial Batch Fabrication (ASTM C192) $375
Unit Weight Hardened Concrete (ASTM C642) $70
Unit Weight Lightweight Concrete (ASTM C567) $90
Masonry
Absorption Block (ASTM C140) $145
Compression Adobe $195
Compression Block Standard (ASTM C140) $185
Compression Brick (ASTM C67) $145
Efflorescence Block $215
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CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3 PSA25-3826CMI; Exhibit "A" (cont.)
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Efflorescence Brick (ASTM C67) $215
Grout Prism Compression (ASTM C1019) $35
Masonry Core Compression (ASTM C42) $65
Masonry Core Shear (CBC 2105A.4) $120
Masonry Prism Compression (ASTM E447) $185
Modulus of Elasticity (Masonry Prism) $310
Mortar Bond Strength Pull Test (ASTM C482) $80
Mortar Cylinder Compression $35
Mortar Shear Strength (ANSI 118) $125
Relative Mortar Strength (Cal 515) $1,045
Shrinkage Masonry Block (ASTM C426) $310
Trial Grout Prisms (ASTM C942) $50
Water Retention and Air Content (ASTM C270) $675
Metal
Bolt Assembly Hardness Test $95
Bolt Assembly Tensile & Proof Load Test $155
Chemical Analysis $235
Modulus of Elasticity (Steel) $320
Post-Tension Tendon Tensile Testing $230
Tensile Strength & Bend Test Structural Steel (ASTM A370) $235 Tensile Strength & Bend Test Reinforcing Steel (ASTM A615/A706) $155 Tensile Strength #14 to #18 Bar (ASTM A615)
Tensile Strength Mechanical Splices #9 and Smaller (Cal 670) Tensile Strength Mechanical Splices #10 to #14 (Cal 670) Tensile Strength Mechanical Splices #18 (Cal 670)
Miscellaneous
Fireproofing Density Test (ASTM E605) $100
Fiber Reinforced Polymer Tensile (ASTM D3039) $705
Material Preparation $105
SFRM Adhesion/Cohesion Kit $55
Relative Humidity Test (ASTM F2170) $100/kit
Concrete Vapor Emission Kits (ASTM F1869) $90/kit
Miscellaneous Charges
Default Expense
Various
Various
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CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3 PSA25-3826CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING
NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California ("CMWD"), and Ninyo & Moore Geotechnical & Environmental Sciences Consultants, a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in materials testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed materials testing.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager or General H
)
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27th
PSA25-3828CMI
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred thousand dollars ($600,000) per Agreement year. If the City elects to extend the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD (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 June 24, 2025
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dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. 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 City of Carlsbad City Engineer approves otherwise, 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. 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 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 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, requests for information, 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 this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the June 24, 2025
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subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD.
11. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions 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.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of -administered
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 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
Approved Surplus Line Insurers
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 June 24, 2025
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Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
13.1.1 Commercial General Liability Insurance.
including personal and 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 satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 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
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages.
Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
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13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD: For Contractor:
Name Jennifer Chapman Name Jeffrey T. Kent
Title Senior Contract Administrator Title Principal Engineer Dept Public Works/CM&I Address 5710 Ruffin Road
CARLSBAD MUNICIPAL WATER DISTRICT , CA 92123
Address 1635 Faraday Ave. Phone 858-576-1000
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
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 June 24, 2025
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement.
CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.
Contractor may terminate this Agreement by tendering thirty (30) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD.
Contractor will be paid for work performed to the termination date; however, the total will not exceed June 24, 2025
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the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and June 24, 2025
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
NINYO & MOORE GEOTECHNICAL &
ENVIRONMENTAL SCIENCES CONSULTANTS, a
California corporation
By: By:
(sign here) KEITH BLACKBURN, President
Avram Ninyo, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Elaine Autus, Secretary Director of Constituent & Clerk Services (print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed materials testing services in accordance with the city/CMWD Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City/CMWD
within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and tasks. Costs incurred by the City/CMWD due to time delays created by the materials testing firm shall be at the expense of said firm. The City/CMWD will make every effort to coordinate work to allow use of a single technician, but is under no obligation to do so. The City/CMWD may schedule or reschedule work on a same day basis if a technician is available. The City/CMWD will not be held liable for any test cancellation that occurred at least two (2) hours prior to the scheduled time. The City/CMWD will only pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off. Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City/CMWD.
If the use of subcontractors is approved by the City/CMWD, they shall be billed at cost plus no more than 10%.
Compaction test reports will be made available in the field at the time of testing where sampling for maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same day for asphalt concrete. When proctors for maximum densities are not available on the day of testing, compaction test results shall be available no later than the next day. Contractor will prepare and submit a formal report as soon as that segment of work is completed or when otherwise requested by the City/CMWD.
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PROFESSIONAL STAFF
$1951
$1902
$1853
$1754
$1505
$1456
$1257
$1038
FIELD STAFF
$1859
$12510
$14511
$14012
$14013
Senior Technician $14014
Technician $13515
ADMINISTRATIVE STAFF
$8516
$8017
$7518
PSA25-3828CMI; Exhibit "A" (cont.)
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OTHER CHARGES
$230/hr
$230/hr
$200/hr
$110/hr
$85/hr
$25/hr
Vapor Emission Kit $70/kit
$12/hr
$75/hr
$30/hr
$15/hr
$15/hr
$450/hr
PSA25-3828CMI; Exhibit "A" (cont.)
June 24, 2025
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Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 Ninyo & Moore |
Schedule of Fees for Laboratory Testing
SOILS CONCRETE
Atterberg Limits, D 4318, CT 204 .............................................................. $ 170 Compression Tests, 6x12 Cylinder, C 39 ................................................... $ 35 California Bearing Ratio (CBR), D 1883 .................................................... $ 550 Concrete Mix Design Review, Job Spec ..................................................... $ 300 Chloride and Sulfate Content, CT 417 & CT 422 ..................................... $ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI ............................... $ 850 Consolidation, D 2435, CT 219 .................................................................. $ 300 Concrete Cores, Compression (excludes sampling), C 42 ....................... $ 120 Consolidation, Hydro-Collapse only, D 2435 ............................................ $ 150 Drying Shrinkage, C 157 .............................................................................. $ 400 Consolidation – Time Rate, D 2435, CT 219 ............................................ $ 200 Flexural Test, C 78 ....................................................................................... $ 85 Direct Shear – Remolded, D 3080 ............................................................ $ 350 Flexural Test, C 293 ..................................................................................... $ 85 Direct Shear – Undisturbed, D 3080 ......................................................... $ 300 Flexural Test, CT 523 ................................................................................... $ 95 Durability Index, CT 229 ............................................................................. $ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI ................ $ 275 Expansion Index, D 4829, IBC 18-3 .......................................................... $ 190 Lightweight Concrete Fill, Compression, C 495 ......................................... $ 80 Expansion Potential (Method A), D 4546 .................................................. $ 170 Petrographic Analysis, C 856 ...................................................................... $ 2,000 Geofabric Tensile and Elongation Test, D 4632 ....................................... $ 200 Restrained Expansion of Shrinkage Compensation .................................. $ 450 Hydraulic Conductivity, D 5084 .................................................................. $ 350 Splitting Tensile Strength, C 496 ................................................................. $ 100 Hydrometer Analysis, D 6913, CT 203...................................................... $ 220 3x6 Grout, (CLSM), C 39 ............................................................................. $ 55 Moisture, Ash, & Organic Matter of Peat/Organic Soils ........................... $ 120 2x2x2 Non-Shrink Grout, C 109 ................................................................. $ 55 Moisture Only, D 2216, CT 226 ................................................................. $ 35 Moisture and Density, D 2937 ................................................................... $ 45 ASPHALT Permeability, CH, D 2434, CT 220 ............................................................ $ 300 Air Voids, T 269 ............................................................................................ $ 85 pH and Resistivity, CT 643......................................................................... $ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) ............................. $ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T-180 ........................ $ 220 Asphalt Mix Design Review, Job Spec ....................................................... $ 180 Proctor Density with Rock Correction D 1557 .......................................... $ 340 Dust Proportioning, CT LP-4 ........................................................................ $ 85 R-value, D 2844, CT 301 ........................................................................... $ 375 Extraction, % Asphalt, including Gradation, D 2172, CT 382 .................... $ 250 Sand Equivalent, D 2419, CT 217 ............................................................. $ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382 ........................ $ 150 Sieve Analysis, D 6913, CT 202 ................................................................ $ 145 Film Stripping, CT 302 .................................................................................. $ 120 Sieve Analysis, 200 Wash, D 1140, CT 202 ............................................. $ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 ......................... $ 225 Specific Gravity, D 854 ............................................................................... $ 125 Marshall Stability, Flow and Unit Weight, T 245 ......................................... $ 240 Thermal Resistivity (ASTM 5334, IEEE 442) ............................................ $ 925 Maximum Theoretical Unit Weight, D 2041, CT 309 .................................. $ 150 Triaxial Shear, C.D, D 4767, T 297 ........................................................... $ 550 Moisture Content, CT 370 ............................................................................ $ 95 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt ................ $ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 ............. $ 1,000 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt ........................$ 350 Slurry Wet Track Abrasion, D 3910 ............................................................. $ 150 Triaxial Shear, U.U., D 2850 ...................................................................... $ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) .................. $ 4,900 Unconfined Compression, D 2166, T 208 ................................................. $ 180 Superpave, Gyratory Unit Wt., T 312 .......................................................... $ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324 ................................. $ 1,000 MASONRY Unit Weight sample or core, D 2726, CT 308 ............................................. $ 100 Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 ............ $ 70 Voids in Mineral Aggregate, (VMA) CT LP-2 .............................................. $ 90 Brick Compression Test, C 67 ................................................................... $ 55 Voids filled with Asphalt, (VFA) CT LP-3 .................................................... $ 90 Brick Efflorescence, C 67 ........................................................................... $ 55 Wax Density, D 1188 ................................................................................... $ 140 Brick Modulus of Rupture, C 67 ................................................................. $ 50 Brick Moisture as received, C 67 ............................................................... $ 45 AGGREGATES Brick Saturation Coefficient, C 67 .............................................................. $ 60 Clay Lumps and Friable Particles, C 142 .................................................... $ 180 Concrete Block Compression Test, 8x8x16, C 140 ................................. $ 70 Cleanness Value, CT 227 ............................................................................ $ 180 Concrete Block Conformance Package, C 90 .......................................... $ 500 Crushed Particles, CT 205 ........................................................................... $ 175 Concrete Block Linear Shrinkage, C 426 .................................................. $ 200 Durability, Coarse or Fine, CT 229 .............................................................. $ 205 Concrete Block Unit Weight and Absorption, C 140 ................................ $ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 ....................... $ 180 Cores, Compression or Shear Bond, CA Code ........................................ $ 70 Flat and Elongated Particle, D 4791 ............................................................ $ 220 Masonry Grout, 3x3x6 prism compression, C 39 ..................................... $ 45 Lightweight Particles, C 123 ........................................................................ $ 180 Masonry Mortar, 2x2 cube compression, C 109 ....................................... $ 35 Los Angeles Abrasion, C 131 or C 535 ....................................................... $ 200 Masonry Prism, half size, compression, C 1019 ...................................... $ 120 Material Finer than No. 200 Sieve by Washing, C 117 .............................. $ 90 Masonry Prism, Full size, compression, C 1019 ...................................... $ 200 Organic Impurities, C 40 .............................................................................. $ 90 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 ............... $ 1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 .................... $ 950 Chemical Analysis, A 36, A 615................................................................. $ 135 Potential Reactivity of Aggregate (Chemical Method), C 289 ................... $ 475 Fireproofing Density Test, UBC 7-6........................................................... $ 90 Sand Equivalent, T 176, CT 217 ................................................................. $ 125 Hardness Test, Rockwell, A 370 ............................................................... $ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136 ........................................ $ 120 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136 ................. $ 145 per assembly, A 325 ............................................................................. $ 150 Sodium Sulfate Soundness, C 88 ............................................................... $ 450 Mechanically Spliced Reinforcing Tensile Test, ACI ................................ $ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206 ......................... $ 115 Pre-Stress Strand (7 wire), A 416 .............................................................. $ 170 Specific Gravity and Absorption, Fine, C 128, CT 207 .............................. $ 175 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706...................... $ 75 Structural Steel Tensile Test: Up to 200,000 lbs., A 370 ......................... $ 90 ROOFING Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI ....................... $ 80 Roofing Tile Absorption, (set of 5), C 67 ..................................................... $ 250 Roofing Tile Strength Test, (set of 5), C 67 ................................................ $ 250
Special preparation of standard test specimens will be charged at the technician’s hourly rate.
Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures.
4 PSA25-3828CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING
NV5, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California ("CMWD"), and NV5, Inc., a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in materials testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed materials testing.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager or General Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give )
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June
PSA25-3827CMI
allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred thousand dollars ($600,000) per Agreement year. If the City elects to extend the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and June 24, 2025
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decreasing turnaround times. 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 City of Carlsbad City Engineer approves otherwise, 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. 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 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 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, requests for information, 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 this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
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Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD.
11. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions 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.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of -administered
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 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
Approved Surplus Line Insurers
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 June 24, 2025
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obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
13.1.1 Commercial General Liability Insurance.
including personal and 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 satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 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
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages.
Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
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13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD: For Contractor:
Name Jennifer Chapman Name Shafiq Popalzai
Title Senior Contract Administrator Title Vice President Dept Public Works/CM&I Address 15092 Avenue of Science, Ste. 200 CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92128 Address 1635 Faraday Ave. Phone 858-385-0500
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
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 June 24, 2025
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement.
CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.
Contractor may terminate this Agreement by tendering thirty (30) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD.
Contractor will be paid for work performed to the termination date; however, the total will not exceed June 24, 2025
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the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and June 24, 2025
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, 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.
{signatures on following page}
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31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
NV5, INC., a California corporation
By: By:
(sign here) KEITH BLACKBURN, President
Shafiq Popalzai, Vice President of
Conformity Assessment Solutions
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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PSA25-3827CMI
EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed materials testing services in accordance with the city/CMWD Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City/CMWD
within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and tasks. Costs incurred by the City/CMWD due to time delays created by the materials testing firm shall be at the expense of said firm. The City/CMWD will make every effort to coordinate work to allow use of a single technician, but is under no obligation to do so. The City/CMWD may schedule or reschedule work on a same day basis if a technician is available. The City/CMWD will not be held liable for any test cancellation that occurred at least two (2) hours prior to the scheduled time. The City/CMWD will only pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off. Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City/CMWD.
If the use of subcontractors is approved by the City/CMWD, they shall be billed at cost plus no more than 10%.
Compaction test reports will be made available in the field at the time of testing where sampling for maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same day for asphalt concrete. When proctors for maximum densities are not available on the day of testing, compaction test results shall be available no later than the next day. Contractor will prepare and submit a formal report as soon as that segment of work is completed or when otherwise requested by the City/CMWD.
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FEE SCHEDULE
PROFESSIONAL STAFF
Personnel
Senior Principal Engineer / Geologist $245.00/hr.
Principal Engineer / Geologist $225.00/hr.
Associate Engineer / Geologist $205.00/hr.
Senior Engineer / Geologist $185.00/hr.
Project Engineer / Geologist $155.00/hr.
Senior Staff Engineer / Geologist $135.00/hr.
Staff Engineer / Geologist $120.00/hr.
Senior Project Manager $170.00/hr.
Project Manager $150.00/hr.
Field Supervisor $150.00/hr.
Administration Staff $75.00/hr.
FIELD STAFF
Prevailing Wage
Soil / ACI Technician I $ .00 /hr.
- Vehicle Charge /day
- Equipment Charge /hour
ICC Special Inspector I (Concrete, Masonry, Steel, Bolt, Fireproofing) $ .00 /hr.
Certified Welding Inspector I $1 .00 /hr.
NDT Technician $1 .00 /hr.
Laboratory Technician $80.00 /hr.
Ground Penetrating Radar (Technician and Equipment) $198.00 /hr.
Coring Equipment Fee $70.00 /hr.
Torque/Pull Testing (Technician and Equipment) $130.00 /hr. "Wildcat, 35-lb hammer Dynamic Cone Penetrometer (DCP) with tech $400.00 /hr.
Lightweight 5-lb Gas Dynamic Cone Penetrometer (DCP) equip with tech $180.00 /hr.
Seismic Refraction Survey Using Geode 24-Channel Seismodule $3,150.00 Fall of Potential Ground Testing (Ground Rod Test) - Initial Test $975.00 Fall of Potential Ground Testing (Ground Rod Test) - Subsequent Test $585.00 Pick-Up /hr.
LABORATORY FEE SCHEDULE
Asphalt Mix Design Review $375.00/ea.
Hveem Stability $215.00/ea.
Hveem Unit Weight Sample Requiring Compaction $200.00/ea.
Marshall Stability, Flow & Unit Weight 210.00/ea. (per test specimen) Maximum Theoretical Unit Weight (Rice) $210.00/ea.
Extraction - Ignition Oven (including gradation) $245.00/ea.
Percent Swell $160.00/ea.
Unit Wt Compacted Sample (Specific Gravity) $95.00/ea.
Absorption Test, Coarse Aggregate $54.00/ea.
2 Inc.
Inc.
Inc.
PSA25-3827CMI; Exhibit "A" (cont.)
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FEE SCHEDULE
LABORATORY FEE SCHEDULE (CONTINUED)
Absorption Test, Fine Aggregate $54.00/ea.
Clay Lumps & Friable Particles $135.00/ea.
Cleanness Value $160.00/ea.
Crushed Particles, Percent $205.00/ea.
Durability Index, Coarse Aggregate $130.00/ea.
Durability Index, Fine Aggregate $130.00/ea.
Abrasion Resistance by LA Rattler $205.00/ea.
Organic Impurities in Sand $80.00/ea.
Sieve Analysis Coarse Aggregate $100.00/ea.
Sieve Analysis Coarse & Fine Aggregate (includes Wash) $140.00/ea.
Sodium Sulfate Soundness (5 cycle test per primary size) $390.00/ea.
Specific Gravity, Fine Aggregate $95.00/ea.
Specific Gravity, Coarse Aggregate $85.00/ea.
Unit Weight (per cubic foot) Voids in Aggregate $75.00/ea.
Rock Core (Compressive Strength) $95.00/ea.
Headed Rebar Tensile Test - No. 8 Bar and Smaller < $115.00/ea.
Headed Rebar Tensile Test - No. 9 Bar to No. 11 $140.00/ea.
H. S. Bolt Conformance Bolt, Nut & Washer (DSA) $480.00/ea.
Mechanically Spliced Reinforcing Steel - No. 8 Bar and Smaller < $200.00/ea.
Mechanically Spliced Reinforcing Steel - No. 9 Bar to No. 11 $215.00/ea.
Mechanically Spliced Reinforcing Steel - No. 14 $235.00/ea.
Mechanically Spliced Reinforcing Steel - Slippage $42.00/ea.
Mechanical Tests, Hardness Test, Rockwell $118.00/ea.
Prestressed Steel, Tensile Test, Strand (7-wire Coated) $235.00/ea.
Prestressed Steel, Tensile Test, Strand (7-wire Uncoated) $275.00/ea.
Reinforcing Steel, Tensile Test No. 8 Bar and Smaller < $95.00/ea.
Reinforcing Steel, Tensile Test No. 9 Bar to No. 11 $108.00/ea.
Reinforcing Steel, Tensile Test No. 11 Bar and Greater > Quote Reinforcing Steel, Bend Test $75.00/ea.
Spray-applied Fireproofing Density Tests $110.00/ea.
Structural Steel, Tensile Up to 200,000 lbs. $160.00/ea.
Structural Steel, Bend Test $105.00/ea.
Welded Specimens, Tensile Test $135.00/ea.
Chemical Analysis Quote
Machining Costs If Required $80.00/hr.
Absorption Test, Brick $65.00/ea.
Compression Test, Composite Prism $185.00/ea.
Compression Test, Brick $55.00/ea.
Compression Test, Blocks $95.00/ea.
Compression Test, Cores (does not include Coring for samples) $80.00/ea.
Compression Test, Grout / Mortar $37.00/ea.
Masonry Block Conformance (Does not include shrinkage) $480.00/ea. 3 PSA25-3827CMI; Exhibit "A" (cont.)
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FEE SCHEDULE
LABORATORY FEE SCHEDULE (CONTINUED)
Modulus of Rupture, Brick $55.00/ea.
Moisture as Received, Brick $55.00/ea.
Saturation Coefficient Brick $55.00/ea.
Unit Weight & Absorption, Block $80.00/ea.
Efflorescence, Block or Brick Only $80.00/ea.
Linear Shrinkage $270.00/ea.
Masonry Core Shear Test $130.00/ea.
Soil Processing Fee (per sample) $22.00/ea.
Chloride Content of Soil $85.00/ea.
Consolidation (up to 9 loads) $295.00/ea.
Direct Shear (undisturbed ring specimens) $270.00/ea.
Direct Shear (remolded specimens) $315.00/ea.
Expansion Index $170.00/ea.
Proctor (per curve) - 4-inch mold $210.00/ea.
Proctor (per curve) - 6-inch mold $275.00/ea.
Rock Correction (if required) $75.00/ea.
Moisture Content / Dry Density $42.00/ea.
Organic Matter $80.00/ea.
Plasticity Index/Liquid Limit (Atterberg Limit) $160.00/ea.
R-value (minimum 3 points) $340.00/ea.
Resistivity & pH of Soil $180.00/ea.
Sand Equivalent $100.00/ea.
Sieve Analysis $135.00/ea.
Sieve Analysis, with Hydrometer $270.00/ea.
No. 200 Mesh Wash Particle Size Gradation $95.00/ea.
Sulfate Content of Soil $85.00/ea.
Thermal Resistivity of Soil (including 1 proctor curve) $1300.00/ea.
Compression Test, 4x8 Cylinder $32.00/ea.
Compression Test, 6x12 Cylinder $34.00/ea.
Compression Test Gunite / Shotcrete (3 Cores/Panel, Coring Included) $420.00/ea.
Compression Test, Core (incl sample prep) $80.00/ea.
Compression Test, Lightweight Concrete Fill $53.00/ea.
Compression Test, Non-shrink Grout Cubes $53.00/ea.
Concrete Flexural Test $95.00/ea.
Concrete Mix Design (revision or review) $375.00/ea.
Drying Shrinkage (3 specimens 28 days) $375.00/ea.
Modulus of Elasticity, Static $270.00/ea.
Splitting Tensile Strength $105.00/ea.
Thermal Resistivity Testing of Concrete / FTB $485.00/ea.
Unit Weight, Lightweight Concrete Fill $80.00/ea.
4 PSA25-3827CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING
VERDANTAS INC.
THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California ("CMWD"), and Verdantas Inc., a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in materials testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed materials testing.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager or General Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give )
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PSA25-3829CMI
allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred thousand dollars ($600,000) per Agreement year. If the City elects to extend the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director 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 specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and June 24, 2025
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decreasing turnaround times. 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 City of Carlsbad City Engineer approves otherwise, 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. 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 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 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, requests for information, 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 this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
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Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD.
11. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions 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.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor
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. Co percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of Carlsbad incurs or -administered
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 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
Approved Surplus Line Insurers
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 June 24, 2025
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obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
13.1.1 Commercial General Liability Insurance.
including personal and 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 satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD.
13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
13.2.3 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
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages.
Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
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13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD: For Contractor:
Name Jennifer Chapman Name Kristen D. Williams
Title Senior Contract Administrator Title Area Leader/Vice President Dept Public Works/CM&I Address 3934 Murphy Canyon Rd., Ste. B-205 CARLSBAD MUNICIPAL WATER DISTRICT S , CA 92123
Address 1635 Faraday Ave. Phone 858-292-8030
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
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 June 24, 2025
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing.
A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement.
CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.
Contractor may terminate this Agreement by tendering thirty (30) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD.
Contractor will be paid for work performed to the termination date; however, the total will not exceed June 24, 2025
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the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and June 24, 2025
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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