2025-06-24; City Council; 06; Master Agreements with Consulting Firms to Provide Professional Services — Carlsbad City Council, June 24, 2025 (part 7 of 8)

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
VERDANTAS INC., a California corporation
By: By:
(sign here) K , President
Kristen D. Williams, Vice President
(print name/title) ATTEST:

By: SHERRY FREISINGER, Secretary
(sign here) By:

Pat Sheridan, CFO 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:_______________________________
June 24, 2025
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PSA25-3829CMI

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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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Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PUBLIC WORKS REQUEST FOR QUALIFICATIONS RFQ25-3671CMI
2025 Master Agreement Consultant Services
for Construction Management & Inspection Services
SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices
valid through initial Term of Agreement
STAFF

NAME TITLE HOURLY RATE

1. 2.

3. 4.

5. .
.
.
.
.
.
.

EXPENSES
DESCRIPTION COST % MARKUP

1. 2.
.
.
.
.

PSA25-3829CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PUBLIC WORKS REQUEST FOR QUALIFICATIONS RFQ25-3671CMI
2025 Master Agreement Consultant Services
for Construction Management & Inspection Services

EXHIBIT B SAMPLE MASTER AGREEMENT RATE SCHEDULE
Prices valid through initial Term of Agreement

SUB-CONSULTANTS

NAME/FIRM TITLE HOURLY RATE

1. 2.

3. 9.

10. PSA25-3829CMI; Exhibit "A" (cont.)
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2025 AMENDED BILLING RATE SCHEDULE (Verdantas West)
Professional Services Hourly Rate Hourly Rate
Senior Consultant I, Associate $235.00 Administrative//Technical $90.00 Senior Consultant II, Principal $265.00 Editor/ Project Coordinator I Senior Consultant III, Sr. Principal $310.00 Administrative//Technical $105.00 Project Manager $190.00 Editor/Project Coordinator II
Senior Project Manager $215.00 Operations / Laboratory Manager $185.00 Field/Lab Supervisor $150.00
Staff Engineer/Scientist/Geologist $155.00
Senior Staff Engineer/Scientist/Geologist $165.00 CAD/GIS/Data Management Hourly Rate Project Engineer/Scientist/Geologist $190.00 CAD Designer I $145.00 Senior Engineer/Scientist/Geologist $215.00 CAD Designer II $160.00 Project Designer $165.00
Support Hourly Rate Senior Project Designer $185.00
Field/Lab Technician I $90.00 CAD Technician I $125.00
Field/Lab Technician II/Special Inspector $100.00 CAD Technician II $140.00 Field/Lab Technician III/Special Inspector II $105.00 CAD Technician III $150.00 Senior Technician/Senior Special Inspector $115.00
Source Inspector $135.00 GIS Analyst I $150.00
System Operation & Maintenance Specialist $150.00 GIS Analyst II $160.00 Non-Destructive Testing (NDT) Specialist $170.00 Senior GIS Analyst $210.00 Prevailing Wage (Group 1) * $145.00 GIS Technician I $125.00 Prevailing Wage (Group 2) * $158.00 GIS Technician II $145.00 Prevailing Wage (Group 3) * $160.00
City of Los Angeles Deputy Building/ $160.00 Data Manager $165.00 Grading Inspector Senior Data Manager $185.00
PSA25-3829CMI; Exhibit "A" (cont.)
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GEOTECHNICAL LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Classification & Index Properties Soil Chemistry & Corrosivity Photograph of sample 15 Sulfate content - by ion chromatograph (CTM 417 Part 2) 85 Moisture content (ASTM D2216) 25 Sulfate screen (Hach®) 35 Moisture & density (ASTM D2937) ring samples 37 Chloride content (AASHTO T291/CTM 422) 75 Moisture & density (ASTM D2937) Shelby tube or cutting 45 pH + minimum resistivity (CTM 643) 140 Atterberg limits 3 points (ASTM D4318) 160 Chloride content by ion chromatograph (AASHTO 85 - Single point, non-plastic 90 T291/CTM 422)
- Atterberg limits (organic ASTM D2487 / D4318) 195 Corrosion suite: minimum resistivity, sulfate, chloride, 285 - Visual classification as non-plastic (ASTM 15 pH (CTM 643) D2488) Particle size: Organic matter content (ASTM D2974) 70 - Sieve only 1½ inch to #200 (AASHTO T27/ASTM 155 Consolidation & Expansion/Swell Tests C136/ASTM D6913/CTM 202) Consolidation (ASTM D2435): 210 - Large sieve 6 inch to #200 (AASHTO T27/ASTM 195 Each additional time curve. 50 C136/ASTM D6913/CTM 202) Each additional load/unload w/o time reading 45 - Hydrometer only (ASTM D7928) 120 Expansion Index (ASTM D4829) 140 - 200 Relative compaction of untreated/treated soils/ 270 - Percent passing #200 sieve, wash only (ASTM D1140) 75 aggregates (CTM 216) Specific gravity and absorption of fine aggregate 140 Relative density 0.1 ft mold (ASTM D4253, D4254) 250 (AASHTO T84/ASTM C128/ASTM D854/CTM 207) California Bearing Ratio (ASTM D1883) - 3 point 535 Specific gravity and absorption of coarse aggregate 110 California Bearing Ratio (ASTM D1883) - 1 point 200 (AASHTO T85/ASTM C127/CTM 206) R-Value untreated soils/aggregates (AASHTO T190/ 335 Total porosity - on Shelby tube sample (calculated) 180 ASTM D2844/CTM 301) Total porosity - on other sample (calculated) 165 R-Value lime or cement treated soils/aggregates 365 Shrinkage limits wax method (ASTM D4943) 135 (AASHTO T190/ ASTM D2844/CTM 301) Pinhole dispersion (ASTM D4647) 225 Swell collapse Method A up to 10 load/unloads w/o 310 Total porosity - on other sample (calculated) 165 time curves (ASTM D4546-A) Dispersive characteristics (double hydrometer ASTM 215 Single load swell/collapse - Method B (ASTM 115 D4221) D4546-B, seat, load & inundate only)
As-received moisture & density (chunk/carved sample) 65 Triaxial Tests Sand Equivalent (AASHTO T176/ASTM D2419/CTM 217) 115 Unconfined compression strength of cohesive soil 145 -inch sieve, (ASTM D7928) 200 (with stress/strain plot, ASTM D2166) Shear Strength Unconsolidated undrained triaxial compression test 185 Pocket penetrometer 20 on cohesive soils(UU, ASTM D2850, USACE Q test, Direct shear (ASTM D3080, mod., 3 points): per confining stress) - Consolidated undrained - 0.05 inch/min (CU) 320 Consolidated undrained triaxial compression test 400 - Consolidated drained - <0.05 inch/min (CD) 385 for cohesive soils, (CU, ASTM D4767, USACE R-bar test) Residual shear EM 1110-2-1906-IXA (price per each 55 with back pressure saturation & pore water pressure additional pass after shear) measurement (per confining stress) Remolding or hand trimming of specimens (3 points) 95 Consolidated drained triaxial compression test (CD, Oriented or block hand trimming (per hour) 70 USACE S), with volume change measurement. Price Single point shear 115 per soil type below EM 1110-21906(X):

Torsional shear (ASTM D6467 / ASTM D7608) 880 - Sand or silty sand soils (per confining stress) 400 Compaction & Pavement Subgrade Tests - Silt or clayey sand soils (per confining stress) 535 Standard Proctor compaction, 4 points (ASTM D698) - Clay soils (per confining stress) 755 - 4-inch diameter mold (Methods A & B) 170 - Three-stage triaxial (sand or silty sand soils) 700 - 6-inch diameter mold (Method C) 230 - Three-stage triaxial (silt or clayey sand soils) 935 Modified Proctor compaction 4 points (ASTM D1557): - Three-stage triaxial (clay soils) 1,320 - 4-inch diameter mold Methods A & B 235 - Remolding of test specimens 70 - 6-inch diameter mold Method C 265 Hydraulic Conductivity Tests Check point (per point) 70 Triaxial permeability in flexible-wall permeameter with 335 Relative compaction of untreated/treated 270 backpressure saturation at one effective stress (EPA soils/aggregates (CTM 216) 9100/ASTM D5084, falling head Method C):

Relative density 0.1 ft mold (ASTM D4253, D4254) 250 Each additional effective stress 130 California Bearing Ratio (ASTM D1883) - 3 point 535 Hand trimming of soil samples for horizontal K 65 California Bearing Ratio (ASTM D1883) - 1 point 200 Remolding of test specimens 70 R-Value untreated soils/aggregates (AASHTO T190/ 335 Permeability of granular soils (ASTM D2434) 145 ASTM D2844/CTM 301) Soil-Cement
R-Value lime or cement treated soils/aggregates 365 Moisture-density curve for soil-cement mixtures (ASTM 260 (AASHTO T190/ ASTM D2844/CTM 301) D558)
Soil Chemistry & Corrosivity Wet-dry durability of soil-cement mixtures (ASTM D559) ¹ 1,290 pH Method A (ASTM D4972 or CTM 643) 50 Compressive strength of molded soil-cement cylinder 65 Electrical resistivity single point as received moisture 50 (ASTM D1633)¹ Minimum resistivity 3 moisture content points (ASTM 95 Soil-cement remolded specimen (for shear strength, 250 G187/CTM 643) consolidation, etc.) ¹
pH + minimum resistivity (CTM 643) 140 ¹Compaction (ASTM D558 maximum density) should Sulfate content - gravimetric (CTM 417 B Part 2) 75 also be performed not included in above price PSA25-3829CMI; Exhibit "A" (cont.)
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CONSTRUCTION MATERIALS LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Concrete Strength Characteristics
40 Flat & elongated particles in coarse aggregate (ASTM 230 D4791/CTM 235)
Compression, concrete or masonry cores (testing only) 45 Cleanness value of coarse aggregate (CTM 227) 225 Soundness, magnesium (AASHTO T104/ASTM 240
Trimming concrete cores (per core) 25 C88/CTM 214)
Flexural strength of concrete (simple beam-3rd pt. loading, 90 Soundness, sodium (AASHTO T104/ASTM C88/ 695 ASTM C78/CTM 523) CTM 214)
Flexural strength of concrete (simple beam- center pt. 90 Masonry loading, ASTM C293/CTM 523) 35
Non shrink grout cubes (2 inch, ASTM C109/C1107) 30 35
Drying shrinkage - four readings, up to 90 days, 3 bars 430 - testing 45 (ASTM C157) only (ASTM C42)
Length of concrete cores (CTM 531) 45 Masonry core shear testing (Title 24) 85 Hot Mix Asphalt (HMA) Veneer bond strength, cost for each - 5 required 60 Resistance of compacted HMA to moisture-induced 2,250 (ASTM C482) damage (AASHTO T283/CTM 371) - 3 required 60
Hamburg Wheel, 4 briquettes (modified) (AASHTO T324) 965 (ASTM C140) Superpave gyratory compaction (AASHTO T312/ ASTM 375 CMU moisture content, absorption & unit weight - 6 55 D6925) required (ASTM C140)
Extraction by ignition oven, percent asphalt (AASHTO 160 CMU linear drying shrinkage (ASTM C426) 190 T308/ASTM D6307/CTM 382) 215
Ignition oven correction/correlation values 1,445 (ASTM C1314) (AASHTO T308/ASTM D6307/CTM 382) 270
Extraction by centrifuge, percent asphalt (ASTM D2172) 160 (ASTM C1314) Gradation of extracted aggregate (AASHTO T30/ ASTM 145 Fasteners/Bolts/Rods D5444/CTM 202) - 110
Stabilometer, S-Value (ASTM D1560/CTM 366) 285 plain (ASTM A370) Bituminous mixture preparation (AASHTO R30/ CTM 304) 85 - 130 Moisture content of HMA (AASHTO T329/ASTM D6037 65 galvanized (ASTM A370) /CTM 370) - 70
Bulk specific gravity of compacted HMA, molded 55
specimen or cores, uncoated (AASHTO T166/ ASTM - 80
D2726/CTM 308)
Bulk specific gravity of compacted HMA, molded 60 - 70
specimen or cores, paraffin-coated (AASHTO T275/ plain (ASTM A370) ASTM D1188/CTM 308) - 80
Maximum density - Hveem (CTM 308) 215 galvanized (ASTM A370) Theoretical maximum density and specific gravity of 140 - 70 HMA (AASHTO T209/ASTM D2041/CTM 309) stainless steel (ASTM A370) Thickness or height of compacted bituminous paving 45 Reinforcing Steel and Prestressing Strands Mixture specimens (ASTM D3549) Rebar bend test, up to No. 11 (ASTM A370) 70 Wet track abrasion of slurry seal (ASTM D3910) 160 215
Rubberized asphalt (add to above rates) +25% Resistance butt- up 70 Brick to No. 10 (CTM 670)
Compression - cost for each, 5 required (ASTM C67) 55 Resistance butt- 90 Absorption - cost for each, 5 required (ASTM C67) 55 11 & over (CTM 670) Aggregate Properties 70
Bulk density and voids in aggregates (AASHTO T19/ 55 (CTM 670) ASTM C29/ CTM 212) 45
Organic impurities in fine aggregate sand (AASHTO T21/ 65 (CTM 670) ASTM C40/CTM 213) 215
LA Rattler- 215 over (CTM 670)
/ASTM C131/ CTM 211) 215
LA Rattler-larger coarse aggregate 1- / 270 (CTM 670)
ASTM C535/CTM 211) 70
Apparent specific gravity of fine aggregate (AASHTO T84/ 140 (CTM 670) ASTM C128/CTM 208) 215
Specific gravity and absorption of coarse aggregate (ASTM 110 (CTM 670) C127/CTM 206) >#4 retained Epoxy coated rebar/dowel continuity (Holiday) 70 Clay lumps, friable particles (AASHTO T112/ASTM C142) 190 (ASTM A775/A934) Durability Index (AASHTO T210/ASTM D3744/ CTM 229) 215 Epoxy coated rebar flexibility/bend test, up to No. 50 Moisture content of aggregates by oven drying (AASHTO 45 11 (ASTM A775/A934) T255/ASTM C566/CTM 226) Prestressing wire, tension (ASTM A416) 190 Uncompacted void content of fine aggregate (AASHTO 140 Sample preparation (cutting) 55 T304/ ASTM C1252/ CTM 234) Epoxy coated rebar/dowel film thickness (coating) 50 Percent of crushed particles (AASHTO T335/ ASTM 145 test (ASTM A775/ A934) D5821/CTM 205)
PSA25-3829CMI; Exhibit "A" (cont.)
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CONSTRUCTION MATERIALS LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Streetlights/Signals Bearing Pads/Plates and Joint Seal LED Luminaires / Signal Modules / Countdown By Elastomeric bearing pads (Caltrans SS 51-3) 1,060 Pedestrian Signal Face Modules (Caltrans RSS 86) Quote Elastomeric bearing pad with hardness and 1,315 Spray Applied Fireproofing compression tests (Caltrans SS 51-3) Unit weight (density, ASTM E605) 65 Type A Joint Seals (Caltrans SS 51-2) 1,735 Sample Transport Type B Joint Seals (Caltrans SS 51-2) 1,640 Pick-up and delivery (weekdays, per trip, <50 mile 110 Bearing plates (A536) 770 radius from our office)
Notes

1. Earth Material Samples: Quoted testing unit rates are for soil and/or rock (earth) samples free of hazardous materials. Additional costs will accrue beyond these standard testing unit rates for handling, testing and/or disposing of soil and/or rock containing hazardous materials. Hazardous materials es. Standard turn-around time
for geotechnical-laboratory test results is 10 working days. Samples will be stored for 2 months following completion of assigned tests, after which they will be discarded. Prior documented notification is required if samples need to be stored for a longer time. A monthly storage fee of $15 per bag and $6 per sleeve or tube will be applied. Quoted unit rates are only for earth materials sampled in California. There may be additional cost for handling imported samples.

2. Construction Material Samples: After all designated breaks for a given sample set meet specified compressive at design age or other client- o the 28-day break. Unless
specifically requested otherwise, all other construction materials will be disposed of after completion of testing and reporting.

EQUIPMENT LISTING
CLASSIFICATION $/UNIT CLASSIFICATION $/UNIT
1/4 inch Grab plates 5/ each Global Positioning System/Laser Range Finder 80/day 1/4 inch Tubing (bonded) 0.60/foot Hand auger set 90/day 1/4 inch Tubing (single) 0.40/foot 40/roll
3/8 inch Tubing, clear vinyl 0.60/foot Horiba U-51 water quality meter 135/day 4-Gas meter (RKI Eagle or similar)/GEM 2000 140/day Light tower (towable vertical mast) 150/day Air flow meter and purge pump (200 cc/min) 55/day Magnehelic gauge 15/day Box of 24 soil drive-sample rings 130/box Manometer 25/day Brass sample tubes 11/each Mileage (will adjust with IRS published rate) 0.70/mile Caution tape (1000-foot roll) 22/each Moisture test kit (excludes labor to perform test, ASTM 65/test Combination lock or padlock 15/each E1907)
Compressed air tank and regulator 55/day Nuclear moisture and density gauge 88/day -inch-dia) 160/day Electrical moisture and density gauge 88/Day Consumables (gloves, rope, soap, tape, etc.) 40/day Pachometer 50/day Core sample boxes 30/each Particulate Monitor 135/day
Crack monitor Two-Dimensional 30/each pH/Conductivity/Temperature meter 60/day Crack monitor Thee-Dimensional 40/each Photo-Ionization Detector (PID) 150/day Cutoff saws, reciprocating, electric (Sawzall®) 80/day Pump, Typhoon 2 or 4 stage 55/day D-Meter Walking Floor Profiler 110/day QED bladder pump w/QED control box 175/day Disposable bailers 25/each Quire fee Phase I only 250/each Disposable bladders 20/each Resistivity field meter and pins 200/day Dissolved oxygen meter 75/day Slip / threaded cap, 2-inch or 4-inch diameter, 20/each DOT 55-gallon containment drum with lid 85/drum PVC Schedule 40 Double-ring infiltrometer 135/day Slope inclinometer 250/day Dual-stage interface probe 85/day Soil sampling T-handle (Encore) 10/day Dynamic Cone Penetrometer 430/day Soil sampling tripod 40/day Generator, portable gasoline fueled, 3,500 watts 90/day Speedy (R) moisture tester 10/day Stainless steel bailer 60/day Vapor sampling box 65/day Submersible pump with controller 180/day Vehicle usage (carrying equipment) 16/hour Submersible pump/transfer pump, 10-25 gpm 65/day VelociCalc 40/day Support service truck usage (well installation) 250/day Visqueen (20 x 100 feet) 130/roll Survey/fence stakes 10/each Water level indicator (electronic well sounder) 100/day Tedlar® bags 25/each <300 feet deep well
55/day ZIPLEVEL®. 40/day
Turbidity meter 80/day Other specialized geotechnical and environmental testing Tyvek® suit (each) 25/each and monitoring equipment are available, and priced per site PSA25-3829CMI; Exhibit "A" (cont.)
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1 MASTER AGREEMENT FOR SURVEYING SERVICES
RIGHT-OF-WAY ENGINEERING SERVICES, INC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 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 Right-of-Way Engineering Services, Inc., a California corporation ("Contractor").

RECITALS
A. CMWD requires the professional services of a consultant that is experienced in surveying.

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 surveying services.

D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications RFQ25-3437CA 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 for a period of three (3) years from July 1, 2025, through June 30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year(s) 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 allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack June 24, 2025
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2 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 five hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided 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.

If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming CMWD opt to extend the Master Services Agreement.

The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or

5.0%, whichever is less). Approval of rate schedule increase by CMWD must be documented in an amendment to the Agreement.

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 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 June 24, 2025
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3 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 the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.

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

It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve 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
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4 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.

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.

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 June 24, 2025
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5 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

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

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

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 June 24, 2025
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6 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.

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

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

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

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

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

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

For CMWD: For Contractor:

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

CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
June 24, 2025
Item #6 Page 879 of 1064
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7 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

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

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 June 24, 2025
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8 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 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. JURISDICTIONS 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.

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

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

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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10 CONTRACTOR

RIGHT-OF-WAY ENGINEERING SERVICES,
INC., a California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:
(sign here) Keith Blackburn, President
Michael Louis Schlumpberger,
President, Secretary and CFO
(print name/title) ATTEST:

By: SHERRY FREISINGER, Secretary
(sign here) By:

Faviola Medina,
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:

APPROVED AS TO FORM:

CINDIE K. McMAHON, General Counsel
BY: _____________________________

June 24, 2025
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PSA25-3764CA
11 EXHIBIT A

SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to surveying, as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:

A. Aerial Surveying/ Photogrammetric/ Drone Surveying Services.

B. Geographic Information Systems (GIS).

C. Property Acquisition Plats and Legal.

D. Utility Mapping.

E. Drone site documentation.

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

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Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 Attachment B - Master Services Agreement Rate Schedule
Discipline 12 - Surveying
Right-of-Way Engineering Services, Inc.

Fee Schedule
Prices valid through Term of Agreement
STAFF

NAME TITLE HOURLY RATE
1 Michael Schlumpberger, PLS Supervising Land Surveyor $170.00 2 Joshua Tatman, PLS Senior Land Surveyor $150.00
3 Joshua Tatman, PLS CAD Draftsman $140.00
4 Michael Schlumpberger, PLS Land Surveyor, Field $250.00 5 Robert Gates Party Chief, Field $170.00
6 International Operating Engineers -
Local 12 Journeymen Chainman, Field $130.00
7 SUB-CONSULTANTS

NAME / FIRM TITLE HOURLY RATE
1 Photogeodetic Photogrammatrist/compiler $120.00
2 3
4 EXPENSES
DESCRIPTION COST % MARKUP
1 Photogrametric Services Project Based 5%
2 Traffic Control Project Based 5%
3 PSA25-376 CA
2 June 24, 2025
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1 MASTER AGREEMENT FOR SURVEYING SERVICES
O’DAY CONSULTANTS, INC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 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 O’Day Consultants, Inc., a California corporation ("Contractor").

RECITALS
A. CMWD requires the professional services of a consultant that is experienced in surveying.

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 surveying services.

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

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

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 allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack June 24, 2025
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PSA25-3765CA
2 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.

The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or

5.0%, whichever is less). Approval of rate schedule increase by CMWD must be documented in an amendment to the Agreement.

6. PUBLIC WORKS

6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor 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 June 24, 2025
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3 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.

9. CONTRACTOR EVALUATIONS
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4 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.

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

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 June 24, 2025
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5 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

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

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

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

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

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

13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this June 24, 2025
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6 Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

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.

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

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

For CMWD: For Contractor:

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

CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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7 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.

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement June 24, 2025
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8 completed. Based upon that finding CMWD will determine the final payment of the Agreement.

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

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9 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.

{signatures on following page}

June 24, 2025
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Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3765CA
10 CONTRACTOR
O’DAY CONSULTANTS, INC., a California
corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:
(sign here) Keith Blackburn, President
Keith Hansen, Vice President
(print name/title) ATTEST:

By: SHERRY FREISINGER, Secretary
(sign here) By:

Faviola Medina,
Director of Constituent & Clerk Services

APPROVED AS TO FORM:

CINDIE K. McMAHON, General Counsel
BY: _____________________________

June 24, 2025
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PSA25-3765CA
11 EXHIBIT A

A. Aerial Surveying/ Photogrammetric/ Drone Surveying Services.

B. Geographic Information Systems (GIS).

C. Property Acquisition Plats and Legal.

D. Utility Mapping.

E. Drone site documentation.

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

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STAFF

NAME/FIRM TITLE HOURLY RATE

1. Keith Hansen / O’Day Contract Project Manager $255.00

2. George O’Day / O’Day Project Survey Manager /
Licensed Surveyor $255.00

3. Damon Becker/ O’Day Project Survey Supervisor/ Party Chief $186.00

4. Dylan Hibbard/O’Day Design Engineer $179.00

5. Dylan Hibbard/O’Day AutoCad Technician $167.00

6. Dylan Hibbard/O’Day
Construction Office
Management / Document
Control
$97.00

7. 1 Man Survey Crew /
Supervisor Prevailing Wage Rate $221.00

8. 2 Man Survey Crew Prevailing Wage Rate $395.00
EXPENSES – O’DAY
DESCRIPTION COST %MARKUP
IN-HOUSE COPY EXPENSES LISTED BELOW 0%
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SUB-CONSULTANTS

NAME/FIRM TITLE HOURLY RATE
Eric Phan / Aerotech PM - Aerial Surveying/ Photogrammetry $140.49 Aerotech Photogrammetrist (LiDAR Calibration &
Classification) $103.79
Aerotech Photogrammetrist (Analytical
Triangulation) $99.86
Aerotech Photogrammetrist (DTM Collection) $89.57
Aerotech Photogrammetrist (Digital Ortho
Generation) $88.19
EXPENSES – AEROTECH
DESCRIPTION COST %MARKUP
Mobilization – Flight Time $825.00 0%
Aircraft - Camera $950.00 0%
Aircraft - LiDAR $1,450.00 0%
Mobile LiDAR $610.00 0%
Mileage $0.655 0%
Lodging $107.00 0%
Meals (Full Day) $49.00 0%
Meals (Travel Day) $36.75 0%
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PSA25-3769CA
1 MASTER AGREEMENT FOR

UTILITIES HYDRAULIC MODELING SERVICES
BURNS & MCDONNELL WESTERN ENTERPRISES, INC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 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 Burns & McDonnell Western Enterprises, Inc., a California corporation ("Contractor").

RECITALS
A. CMWD requires the professional services of a consultant that is experienced in utilities hydraulic modeling services.

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

C. Contractor has the necessary experience in providing professional services and advice related to utilities hydraulic modeling.

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

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

3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June 30, 2028. The Executive Manager may amend the Agreement to extend it for two ( 2) additional one (1) year(s) 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 Docusign Envelope ID: 64B992FF-C08E-4DB5-BDCC-A1D5320E57C0 June 24, 2025
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2 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 f ive hundred thousand dollars ($ 500,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are N et 30 unless otherwise provided 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.

If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three -year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI -U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming CMWD opt to extend the Master Services Agreement.

The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or

5.0%, whichever is less). Approval of rate schedule increase by CMWD must be documented in an amendment to the Agreement.

6. PUBLIC WORKS

6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor performing any public work under this Agreement to be currently registered with the California Docusign Envelope ID: 64B992FF-C08E-4DB5-BDCC-A1D5320E57C0 June 24, 2025
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3 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 the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non -productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web -based Procore user account(s) and utilize web -based training / tutorials (as needed) to become familiar with the system.

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

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

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4 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.

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

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 Californi a 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.

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 Docusign Envelope ID: 64B992FF-C08E-4DB5-BDCC-A1D5320E57C0 June 24, 2025
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5 Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

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

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/loc ation 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.

13.2. 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.

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6 Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

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.

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

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

For CMWD: For Contractor:

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

CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
Docusign Envelope ID: 64B992FF-C08E-4DB5-BDCC-A1D5320E57C0 714 264 7333
Vice President
Suite 600
145 South State College Blvd.

[email protected]
Stephen Kane
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7 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.

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.

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address co ntained 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 Docusign Envelope ID: 64B992FF-C08E-4DB5-BDCC-A1D5320E57C0 June 24, 2025
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8 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.

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 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.

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9 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.

{signatures on following page}

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10 CONTRACTOR

BURNS & MCDONNELL WESTERN
ENTERPRISES, INC., a California
corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:

Keith Blackburn, President (sign here)
(print name/title) ATTEST:

By: SHERRY FREISINGER, Secretary
(sign here) By:

Faviola Medina,
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:

APPROVED AS TO FORM:

CINDIE K. McMAHON, General Counsel
BY: _____________________________
Stephen J. Kane, Vice President
Jenna F. Pukach, CFO
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PSA25-3769CA
11 EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of tasks related to utilities hydraulic modeling services, as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:

A. Water Supply and Demand Projections.

B. Model Data Gap Analysis.

C. Pressure Zone Analysis.

D. Water Quality Modeling.

E. Water System Shutdown Impact Analysis.

F. Fire Flow Capacity Evaluation.

G. Sewer Capacity Evaluation.

H. Water/Recycled Water/Sewer Hydraulic Model Maintenance, Calibration and Support.

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

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STAFF

NAME TITLE HOURLY RATE
($/hr)
1 Michael Lehrburger Associate Engineer - 3 322
2 Mitchell Bailey Staff Engineer - 2 250
3 Beth O'Brien Senior Engineer - 1 286
4 Audrey Keightley Senior Engineer - 1 286
5 Ty Wall Senior Engineer - 1 286
6 Sydney Hope Staff Engineer - 2 250
7 Paul Ward Senior Engineer - 2 308
8 Morgan Wetz Staff Engineer - 1 228
9 David Ecklund Senior Engineer - 1 286
10 Cory Kissner Assistant Engineer - 3 201
11 Sasa Tomic Associate Engineer - 3 322
12 Annie Cashon Staff Engineer - 2 250
13 Brian Knadle Associate Engineer - 1 318
14 Andrew Toth Senior Engineer - 1 286
15 Kunal Raithatha Senior Engineer - 1 286
16 Kirk Snell Associate Engineer - 1 318
17 David Olsen Senior Engineer - 2 308
18 Kyle LeBrasse Senior Engineer - 1 286
19 Brett Pugh Associate Engineer - 2 320
20 Nikole Rachelson Associate Engineer - 1 318
21 Eimon Smith Associate Engineer - 1 318
22 Mike Halbur Associate Engineer - 3 322
23 Jason Schaefer Associate Engineer - 3 322
24 Haley Morton Staff Engineer - 2 250

SUB CONSULTANTS

NAME/FIRM TITLE HOURLY RATE
($/hr)
1 2
3 EXPENSES
DESCRIPTION COST % Markup
1 Mileage At FDC Rate (Currently $0.67/mile) 0
2 All Subcontractor Costs At Cost 5
3 Printing and Reproduction At Cost 0
4 Air Travel At Cost - Coach Class 0
5 Hotel Lodging At Cost 0
6 Equipment and Rentals At Cost 5

ATTACHMENT B - MASTER SERVICES AGREEMENT RATE SCHEDULE
Burns & McDonnell Western Enterprises, Inc.

PSA25-3769CA
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1 MASTER AGREEMENT FOR

UTILITIES HYDRAULIC MODELING SERVICES
KENNEDY/JENKS CONSULTANTS, INC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 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 Kennedy/ Jenks Consultants, Inc., a California corporation ("Contractor").

RECITALS
A. CMWD requires the professional services of a consultant that is experienced in utilities hydraulic modeling services.

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

C. Contractor has the necessary experience in providing professional services and advice related to utilities hydraulic modeling.

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

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

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 June 24, 2025
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2 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.

The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or

5.0%, whichever is less). Approval of rate schedule increase by CMWD must be documented in an amendment to the Agreement.

6. PUBLIC WORKS

6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor performing any public work under this Agreement to be currently registered with the California June 24, 2025
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3 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.

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4 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.

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

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 June 24, 2025
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5 Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

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

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

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

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

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

13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this June 24, 2025
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6 Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.

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.

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

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

For CMWD: For Contractor:

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

CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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7 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.

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement June 24, 2025
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8 completed. Based upon that finding CMWD will determine the final payment of the Agreement.

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

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9 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.

{signatures on following page}

June 24, 2025
Item #6 Page 919 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3770CA
10 CONTRACTOR
KENNEDY/JENKS CONSULTANTS, INC., a
California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:

Keith Blackburn, President(sign here)
Paul Chau, Vice President
(print name/title) ATTEST:

By: SHERRY FREISINGER, Secretary
(sign here) By:

Faviola Medina,
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:

APPROVED AS TO FORM:

CINDIE K. McMAHON, General Counsel
BY: _____________________________
June 24, 2025
Item #6 Page 920 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36

PSA25-3770CA
11 EXHIBIT A

SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to utilities hydraulic modeling services, as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:

A. Water Supply and Demand Projections.

B. Model Data Gap Analysis.

C. Pressure Zone Analysis.

D. Water Quality Modeling.

E. Water System Shutdown Impact Analysis.

F. Fire Flow Capacity Evaluation.

G. Sewer Capacity Evaluation.

H. Water/Recycled Water/Sewer Hydraulic Model Maintenance, Calibration and Support.

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

June 24, 2025
Item #6 Page 921 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 Client/Address: City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008
Contract/Proposal: Master Services Agreement for Consultants (RFQ25-3437CA) Custom Schedule of Charges Date: December 31, 2024

PERSONNEL COMPENSATION
Classification Hourly Rate
Engineer-Scientist-Specialist 1............................................................................ $160 Engineer-Scientist-Specialist 2 ............................................................................ $200 Engineer-Scientist-Specialist 3 ............................................................................ $225 Engineer-Scientist-Specialist 4 ............................................................................ $245 Engineer-Scientist-Specialist 5 ............................................................................ $265 Engineer-Scientist-Specialist 6 ............................................................................ $290 Engineer-Scientist-Specialist 7 ............................................................................ $320 Engineer-Scientist-Specialist 8 ............................................................................ $340 Engineer-Scientist-Specialist 9 ............................................................................ $355 Senior CAD-Designer .......................................................................................... $210 CAD-Designer ..................................................................................................... $191 Senior CAD-Technician ....................................................................................... $175 CAD-Technician .................................................................................................. $155 Project Assistant ................................................................................................. $155 Administrative Assistant ...................................................................................... $140 Aide ..................................................................................................................... $111 Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at cost plus ten percent for items such as:
a. Maps, photographs, 3rd party reproductions, 3rd party printing, equipment rental, and special supplies related to the work.
b. Consultants, soils engineers, surveyors, contractors, and other outside services. c. Rented vehicles, local public transportation and taxis, travel and subsistence. d. Project specific telecommunications and delivery charges. e. Special fees, insurance, permits, and licenses applicable to the work. f. Outside computer processing, computation, and proprietary programs purchased for the work.

Reimbursement for vehicles used in connection with the work will be at the federally approved mileage rates or at a negotiated monthly rate.

If prevailing wage rates apply, the above billing rates will be adjusted as appropriate.

Overtime for non-exempt employees will be billed at one and a half times the Hourly Rates specified above.

Rates for professional staff for legal proceedings or as expert witnesses will be at rates one and one-half times the Hourly Rates specified above.

Excise and gross receipts taxes, if any, will be added as a direct expense.

PSA25-3770CA
2 June 24, 2025
Item #6 Page 922 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3773CA
1 MASTER AGREEMENT FOR UTILITY LOCATING/POTHOLING SERVICES AIRX UTILITY SURVEYORS, INC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 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 AirX Utility Surveyors, Inc., a California corporation, ("Contractor").

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

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

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

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

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

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 June 24, 2025
Item #6 Page 923 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 27th
PSA25-3773CA
2 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 f hundred thousand dollars ($ 00,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided 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 justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or

5.0%, whichever is less). Approval of rate schedule increase by CMWD must be documented in an amendment to the Agreement.

6. PUBLIC WORKS

6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor 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 June 24, 2025
Item #6 Page 924 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3773CA
3 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.

June 24, 2025
Item #6 Page 925 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3773CA
4 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.

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

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 June 24, 2025
Item #6 Page 926 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3773CA
5 Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

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

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

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

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.

June 24, 2025
Item #6 Page 927 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3773CA
6 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.

13.5 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.

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:

Name Eleida Felix Yackel
For Contractor:

Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address

CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Jenn Harris
San Marcos, CA 92069
June 24, 2025
Item #6 Page 928 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3773CA
7 Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work June 24, 2025
Item #6 Page 929 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3773CA
8 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.

June 24, 2025
Item #6 Page 930 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3773CA
9 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.

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}
June 24, 2025
Item #6 Page 931 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3773CA
10 CONTRACTOR
AIRX UTILITY SURVEYORS, INC., a California
corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:
(sign here) Keith Blackburn, President
Jennifer Emily Harris, President
(print name/title) ATTEST:

By: SHERRY FREISINGER, Secretary
(sign here) By:

Ivan Fox, Secretary
Faviola Medina,
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:

APPROVED AS TO FORM:

CINDIE K. McMAHON, General Counsel
BY: _____________________________
June 24, 2025
Item #6 Page 932 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36

PSA25-3773CA
11 EXHIBIT A

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

A. Subsurface Utility Potholing and Locating.

B. Ground Penetrating Radar Services.

C. Utility Research / Documentation.

D. Field Determination/ Documentation.

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

June 24, 2025
Item #6 Page 933 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 AIRX UTILITY SURVEYORS, INC.

WBE - WOSB - SB - SLBE / LICENSE #830790 A, C31
Attachment B – Master Service Agreement Rate Schedule

NAME TITLE HOURLY RATE

1. Gabriel Mercado Operations Manager $205/hr

2. Rodrigo Rodriguez/Jose Gonzalez Project Manager $205/hr

3. Salvador Silva Superintendent $200/hr

4. Clinton Boogaard Plans/Permits $130/hr

5. Kara Hoover Admin/Certified
Payroll $125/hr
Locating (1 man crew):

DESCRIPTION RATE

1. Electromagnetic Locating $225/hr

2. Ground Penetrating Radar (GPR) $275/hr

3. Push Rod Locating $250/hr

4. Vault/Manhole Dips $170/hr
Potholing (2--Man Crew with T7 Rival, 7 yard truck, and Support Truck)

DESCRIPTION RATE

1. Pothole Crew (Per Regular Hour) Includes:

Cold Mix or Rapid Set Patches and Class II Base
for Backfill, Standard Traffic Control Set-Up (up to
a 500ft Lane Closure Taper)*.

Average 4 Potholes Per Day.
$540/hr

2. Pothole crew (Per Premium Hour) Includes: $760/hr
21 PSA25-377 CA
12 June 24, 2025
Item #6 Page 934 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 AIRX UTILITY SURVEYORS, INC.

WBE - WOSB - SB - SLBE / LICENSE #830790 A, C31
Cold Mix or Rapid Set Patches and Class II Base
for Backfill, Standard Traffic Control Set-Up
Included (up to a 500ft Lane Closure Taper)*.

Average 4 Potholes Per Day.

3. Hotpatch: Standard 1ft by 1ft Patch. $205/ea

4. Hotpatch: Grind and Overlay Up To a 2ft by 2ft
Square, Per Patch (Standard Traffic Control Set-
Up Included, up to a 500ft Lane Closure Taper)*.
4-Man Crew.

Average 7 per day.
$7,300/day

5. Slurry Backfill: As Required Per City of Carlsbad
Standards (Per Pothole). $500/ea

6. Traffic Control Plans $190/sheet

7. Traffic Control Plans - Engineered Stamped (Per
Sheet). $470/sheet

8. Large Traffic Control Set-Up (Multiple Lane
Closures, Intersections, Detours). $1,400/day

9. Nightwork Traffic Control Set-Ups. $2,100/night

10. Flagman Service (per hour/Per Crew) Includes 2
Flagman, and Standard Flagging Set-Up. $320/hr per crew

11. Report Drafting per hour (Averaging 30 Minutes
Per Pothole, Deliverable Will Be A PDF Report
with Maps & Photos. Copies are available upon
request).
$175/hr

12. USA Mark-Out & Paint Removal $200/hr
*Standalone rate for Standard Traffic Control setup, up to 500ft lane closure taper is $800/day Prices valid through Term of Agreement
22 PSA25-377 CA
13 June 24, 2025
Item #6 Page 935 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3774CA
1 MASTER AGREEMENT FOR UTILITY LOCATING/POTHOLING SERVICES GUIDA
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 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 GUIDA, a California corporation, ("Contractor").

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

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

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

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

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

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 June 24, 2025
Item #6 Page 936 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 27th
PSA25-3774CA
2 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 four hundred thousand dollars ($400,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided 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 justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or

5.0%, whichever is less). Approval of rate schedule increase by CMWD must be documented in an amendment to the Agreement.

6. PUBLIC WORKS

6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor 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 June 24, 2025
Item #6 Page 937 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3774CA
3 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.

June 24, 2025
Item #6 Page 938 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3774CA
4 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.

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

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 June 24, 2025
Item #6 Page 939 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3774CA
5 Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

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

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

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

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.

June 24, 2025
Item #6 Page 940 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3774CA
6 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.

13.5 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.

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

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

For CMWD: For Contractor:

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

CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Irvine, CA 92602
June 24, 2025
Item #6 Page 941 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3774CA
7 Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work June 24, 2025
Item #6 Page 942 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3774CA
8 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.

June 24, 2025
Item #6 Page 943 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3774CA
9 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.

{signatures on following page}

June 24, 2025
Item #6 Page 944 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 PSA25-3774CA
10 CONTRACTOR
GUIDA, a California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:
(sign here) Keith Blackburn, President
Meagan A. Guida, President and CFO
(print name/title) ATTEST:

By: SHERRY FREISINGER, Secretary
(sign here) By:

Faviola Medina,
Director of Constituent & Clerk Services

APPROVED AS TO FORM:

CINDIE K. McMAHON, General Counsel
BY: _____________________________

June 24, 2025
Item #6 Page 945 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36

PSA25-3774CA
11 EXHIBIT A

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

A. Subsurface Utility Potholing and Locating.

B. Ground Penetrating Radar Services.

C. Utility Research / Documentation.

D. Field Determination/ Documentation.

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

June 24, 2025
Item #6 Page 946 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36 Prices valid through the 3-year term of the agreement 14. UTILITY LOCATING/POTHOLING

CLASSIFICATION HOURLY RATE
Survey Principal $350.00
Project Manager $300.00
SUE Office Lead $300.00
SUE Field Lead $295.00
Remote Sensing lead $265.00
QA/QC Manager $285.00
Sr. Project Surveyor $235.00
Project Surveyor $210.00
SUE Supervisor $210.00
Sr. Survey Analyst $190.00
Survey Analyst $170.00
SUE Technician $150.00
Survey/CAD Technician $150.00
Project Coordinator $150.00
1-Man SUE Crew $235.00
2-Man SUE Crew $410.00
3-Man Survey Crew** $530.00
2-Man Survey Crew** $415.00
1-Man Survey Crew** $250.00

CLASSIFICATION HOURLY RATE
Project Director $245.00
Senior Project Manager $215.00
Project Engineer $190.00
Project Surveyor $185.00
Project Manager $150.00
SUE Manager $145.00
Assistant Project Manager $125.00
CADD Supervisor $125.00
SUE Supervisor $130.00
SUE Technician III $130.00
SUE Technician II $130.00
SUE Technician I $130.00
CADD Technician $90.00
Administrative Support $90.00

EXPENSES
ESTIMATED COST % MARKUP
Current IRS Rate per mile N/A
$35 Each 10%
$5.00 per Page N/A
$2,200 per Day N/A
$1,428 per Day N/A
At Cost plus markup 10%
At Cost plus markup 10%
At Cost plus markup 10%
At cost plus markup 10%
$800 per sheet N/A
At cost plus markup 10%
At cost plus markup 10%
NOTES

OVERTIME

ESCALATION

ATTACHMENT B - MASTER SERVICES AGEREMENT RATE SCHEDULE

DESCRIPTION
Mileage
PRIME CONSULTANT: GUIDA
PRIME CONSULTANT: GUIDA
SSUBCONSULTANT: T2 UTILITY ENGINEERS
Tom Pilarski, PLS
Tim Fettig, PLS
Remote Sensing lead
QA/QC Manager
Sr. Project Surveyor
Project Surveyor
Sr. Survey Analyst

STAFF NAME
Eddie Brisendine, PLS
SUE CAD Technician
Administrative Support
SUE Technician I**
CADD Technician
Survey Analyst
Survey/CAD Technician
Project Engineer
Project Surveyor
Project Manager
SUE Manager
Assistant Project Manager
Arthur Glen Robinson, PE
Senior Project Manager
SUE Technician II**
2-Man Survey Crew**
Date:

Name (print): Bernie McInally, PLS
Executive Vice President
12/ /2024
Signature of Authorized Official:

Title:

STAFF NAME
Bernie McInally, PLS
Project Coordinator
3-Man Survey Crew**
Straight time will be billed for all work performed on-site up to 8 hours each day, Monday through Friday.

Overtime (1.5x) will begin after 8 hours, Monday through Friday and on Saturdays. Double time (2x) will begin after 12 hours and on Sundays and holidays.
1-Man SUE Crew**
2-Man SUE Crew**
Miscellaneous Materials/Expenses such as restoration,
hauling/dumping, etc.

Traffic Control Plans - Engineer Stamped
SUE Supervisor
Encroachment and Traffic Permits
Subcontractors (Asphalt, Traffic Control, etc.)
1-Man Survey Crew**
** Denotes Prevailing Wage Classification
All rates shown will be held fixed for the initial 3-year term of the agreement. If the agreement is extended past the 3-year term, escalation will be applied to the rates shown in accordance with Consumer Price Index for San Diego or 5%, whichever is less.

CADD Supervisor
SUE Supervisor**
SUE Technician III**
Shipping & Deliveries
Research Reproductions
Mobile LiDAR Use Fee
Preliminary Title Reports
Agency Checking\Permit Fees
SUBCONSULTANT: T2 UTILITY ENGINEERS
Subconsultant Invoices
GPR Tow Behind Sled
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MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION CPM PARTNERS, 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 CPM Partners, Inc., a California corporation ("Contractor").

RECITALS
A. CMWD requires the professional services of a consultant that is experienced in construction management and inspection for vertical 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 vertical 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.

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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.

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.

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.

13.1 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.

13.1.4 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.

13.3 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.

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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.

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 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.

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.

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

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

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

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

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.

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.

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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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 & CFO
(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 vertical 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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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
PSA25-3830CMI; Exhibit "A" (cont.)
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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 0%
2 3
4 5
Exhibit B - Rate Schedule
Fee SchedulePSA25-3830CMI; Exhibit "A" (cont.)
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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 2
3 4
5 Exhibit B - Rate Schedule
Fee SchedulePSA25-3830CMI; Exhibit "A" (cont.)
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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 SchedulePSA25-3830CMI; Exhibit "A" (cont.)
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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 SchedulePSA25-3830CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION NEW CITY CONSULTING, 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 New City Consulting, Inc., a California corporation ("Contractor").

RECITALS
A. CMWD requires the professional services of a consultant that is experienced in construction management and inspection for vertical 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 vertical construction management and inspection.

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

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.

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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.

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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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.

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.

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.

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

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

13.1.4 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.

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

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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.

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 Patrick Nolan
Title Senior Contract Administrator Title President
Dept Public Works/CM&I Address 31959 Via Ararat Drive
CARLSBAD MUNICIPAL WATER DISTRICT Bonsall, CA 92003 Address 1635 Faraday Ave. Phone 858-254-2949
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.

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

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

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

Contractor will be paid for work performed to the termination date; however, the total will not exceed June 24, 2025
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Carlsbad City CouncilJune 24, 2025

Carlsbad City Council
June 24, 2025