2025-06-24; City Council; 06; Master Agreements with Consulting Firms to Provide Professional Services — Carlsbad City Council, June 24, 2025 (part 1 of 8)

CA Review CKM
Meeting Date: June 24, 2025
To: Mayor/President and City Council/Board of Directors From: Geoff Patnoe, City Manager/Executive Manager
Staff Contact: Megan Powers, Senior Management Analyst
[email protected], 442-339-2507
Emily Hasegawa, Engineering Manager
[email protected], 442-339-5763
Subject: Master Agreements with Consulting Firms to Provide Professional Services
Districts: All
Recommended Action

1. Adopt a City Council resolution approving 51 master agreements with consulting firms to provide professional services for an amount not to exceed $27,900,000.

2. Adopt a Carlsbad Municipal Water District Board of Directors resolution approving 25 master agreements with consulting firms to provide professional services for an amount not to exceed $15,100,000.

Executive Summary
The city and the Carlsbad Municipal Water District (CMWD) maintain master agreements with consulting firms in a variety of disciplines to ensure timely access to professional services that support departmental and Capital Improvement Program projects. A master agreement acts as an umbrella for various smaller service agreements, allowing the city and the CMWD to assign tasks to qualified consulting firms. With the main terms already covered in the master agreement, as needs arise, only the specific details of each new task are negotiated.

These agreements are established with an initial term of three years, with the option to extend for up to two additional years, or portions thereof, at the discretion of the City Manager/Executive Manager. At the end of the initial term, the city evaluates whether to amend and extend the agreements or allow them to expire. This review process helps ensure continued best value to the city and the CMWD and a diverse pool of qualified consultants. The current master agreements are set to expire on Aug. 17, 2025, and Nov. 30, 2025.

Staff recommend that the City Council and the CMWD Board approve a new set of 76 master agreements with consulting firms to provide professional services to the city and the CMWD, in a total amount not to exceed $43,000,000. The master agreements for horizontal construction management and inspection, materials testing, and vertical construction management and inspection will be effective Aug. 18, 2025, through Aug. 17, 2028, and the master agreements June 24, 2025
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for all other disciplines will be effective July 1, 2025, through June 30, 2028. These master agreements will have two additional one-year extensions or portions thereof at the discretion of the City Manager/Executive Manager, for a total term of five years each.

The total compensation amount stated in each master agreement is the amount staff have authorization to use to assign specific tasks to the vendors on an as-needed basis, with fixed rates. The actual amount spent under these agreements is also subject to annual appropriations from the City Council and the CMWD Board, as well as the City Council and the CMWD Board budgets approved for individual construction projects.

Explanation & Analysis
The city and the CMWD currently hold 18 master agreements that expire on Aug. 17, 2025, and 49 master agreements that expire on Nov. 30, 2025. The City Council and the CMWD Board approved a total of 50 master agreements for professional services in November 2024, as the first phase of approvals for master agreements. This phased approach allows staff to balance the workload of processing agreements for the disciplines that the city and the CMWD are likely to require in the coming years.

This phase of the bidding process was conducted in two separate procurements. Staff posted one request for qualifications for 18 disciplines on the city's website on Nov. 19, 2024, and another request for qualifications for three construction-related disciplines on March 5, 2025.

The first solicitation sent notifications to 1,487 registered potential firms, and the second to 1,273 firms. To encourage a more diverse pool of available consultants, each firm was limited to bidding on a maximum of three disciplines. Statements of qualifications were accepted for the first solicitation through Dec. 31, 2024, and for the second solicitation through Apr. 8, 2025.

Exhibit 3 provides a summary of the number of submissions received for each discipline. The following table shows a summary of agreements by discipline.

Discipline
Not-to-exceed
amount for
city agreements
Not-to-exceed
amount for
CMWD
agreements
Climate action planning services $1,000,000 -
Computer-aided design services $1,200,000 -
Environmental/storm water services $1,600,000 -
Geotechnical services $2,500,000 $1,000,000
Horizontal construction management and inspection $3,200,000 $3,200,000 Landscape architectural services $3,000,000 -
Materials testing $2,400,000 $2,400,000
Mechanical/electrical/plumbing engineering $600,000 -
Policy and sustainable materials management
program implementation $500,000 -
Sewer condition assessment $800,000 -
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Discipline
Not-to-exceed
amount for
city agreements
Not-to-exceed
amount for
CMWD
agreements
Storm water asset management $400,000 -
Structural engineering $1,200,000 -
Surveying $1,500,000 $1,000,000
Utilities hydraulic modeling $1,500,000 $1,000,000
Utility locating/potholing $800,000 $800,000
Vertical construction management and inspection $3,200,000 $3,200,000 Wastewater engineering $2,000,000 -
Water and recycled water planning - $500,000
Water and recycled water engineering - $1,500,000
Water/wastewater asset management $500,000 $500,000
The full list of agreements is provided as Exhibit 4.

Fiscal Analysis
Each master agreement establishes an upper not-to-exceed limit for the duration of the agreement term, which if fully extended, would be five years. The consultant’s rate schedules are fixed for the initial three-year term, after which the consultant may request an increase, subject to the negotiated escalator in the master agreement and approval by the city.

The actual values of the services performed under each master agreement are established on an individual project task description and fee allotment basis, or project tasks. Project tasks are authorized by city staff on an as-needed basis, and they are constrained by the availability of project funding, which is appropriated annually through regular budgeting processes. Finally, the master agreements provide a 30-day termination for convenience provision, which allows the city or the CMWD to terminate the agreement, after notice, for any reason.

Next Steps
Upon the City Council and the CMWD Board’s approvals, staff will finalize execution of the master agreements. Staff will execute project task description and fee allotments for specific project tasks as needed with firms awarded master agreements in an appropriate discipline.

As project-specific work tasks are identified, individual allotments are negotiated with the appropriate consultant based on the hourly rates established in the master agreement. Each allotment will include an exhibit that defines a detailed scope of services which corresponds to the type of work defined for each master agreement and a total cost based on the approved hourly rates.

Extensions of all master agreements will be at the discretion of the City Manager/Executive Manager and based on a satisfactory review of the consultant’s performance, city or CMWD needs and availability of appropriated funds.

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Environmental Evaluation
The proposed action is not a project as defined by the California Environmental Quality Act (CEQA) under California Public Resources Code Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of master agreements with consulting firms for professional services. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

Exhibits

1. City Council resolution

2. CMWD Board resolution

3. Statements of qualifications received for each discipline

4. Selected firms by discipline and contract value
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RESOLUTION NO. 2025-152

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING 51 MASTER AGREEMENTS WITH CONSULTING

FIRMS TO PROVIDE PROFESSIONAL SERVICES FOR AN AMOUNT NOT TO EXCEED $27,900,000
WHEREAS, the City Council of the City of Carlsbad, California has determined that securing access to a diverse pool of available consultants for professional services that facilitate timely completion of departmental and Capital Improvement Program projects is needed; and WHEREAS, staff posted a request for qualifications, then received and reviewed statements of qualifications for professional services consistent with Carlsbad Municipal Code Section 3.28.060; and WHEREAS, following a thorough evaluation and ranking of the statements of qualifications using a weighted scoring system, staff recommend awarding agreements to the firms determined to be most qualified and capable of providing the best value to the City of Carlsbad; and WHEREAS, th ese recommendations apply to three disciplines , horizontal construction management and inspection, materials testing, and vertical construction management and inspection, for the term of Aug. 18, 2025, through Aug. 17, 2028, and to all other disciplines for the term of July 1, 2025, through June 30, 2028; and
WHEREAS, each agreement will have an initial term of three years, with the option of up to two additional one-year extensions, or portions thereof, at the discretion of the City Manager; and WHEREAS, the recommended firms are:

1. Climate action planning services, Ascent Environmental, Inc. (Attachment A)

2. Climate action planning services, University of San Diego (Attachment B)

3. Computer-aided design services, Fusion Engineering and Technology (Attachment C)

4. Computer-aided design services, Michael Baker International, Inc. (Attachment D)

5. Computer-aided design services, NV5, Inc. (Attachment E)

6. Environmental/storm water services, D-Max Engineering, Inc. (Attachment F)

7. Environmental/storm water services, Mikhail Ogawa Engineering, Inc. (Attachment G)

8. Environmental/storm water services, NV5, Inc. (Attachment H)

9. Geotechnical services, Atlas Technical Consultants, LLC (Attachment I)

10. Geotechnical services, ENGEO, Incorporated (Attachment J)

11. Geotechnical services, Ninyo & Moore Geotechnical & Environmental Sciences Consultants (Attachment K)

12. Geotechnical services, Barnett Quality Control Services, Inc. dba NOVA Services, Inc. (Attachment L)

13. Geotechnical services, Tetra Tech, Inc. (Attachment M)

14. Horizontal construction management and inspection, Arcadis U.S., Inc. (Attachment N) June 24, 2025
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15. Horizontal construction management and inspection, CPM Partners, Inc. (Attachment O)

16. Horizontal construction management and inspection, Kleinfelder Construction Services, Inc. (Attachment P)

17. Horizontal construction management and inspection, Valley CM, Inc. dba Valley Construction Management (Attachment Q)

18. Landscape architectural services, Moore Iacofano Goltsman, Incorporated (Attachment R)

19. Landscape architectural services, Schmidt Design Group, Inc. (Attachment S)

20. Landscape architectural services, SmithGroup, Inc. which will do business in California as SmithGroup Architects and Engineers (Attachment T)

21. Landscape architectural services, SWA Group (Attachment U)

22. Materials testing, Atlas Technical Consultants, LLC (Attachment V)

23. Materials testing, Ninyo & Moore Geotechnical & Environmental Sciences Consultants (Attachment W)

24. Materials testing, NV5, Inc. (Attachment X)

25. Materials testing, Verdantas, Inc. (Attachment Y)

26. Mechanical/electrical/plumbing engineering, IDS Group, Inc. (Attachment Z)

27. Mechanical/electrical/plumbing engineering, BSE Engineering, Inc. (Attachment AA)

28. Mechanical/electrical/plumbing engineering, Shadpour Consulting Engineers, LP (Attachment AB)

29. Policy and sustainable materials management program implementation, Stearns, Conrad and Schmidt, Consulting Engineers, Inc. (Attachment AC)

30. Sewer condition assessment, Downstream Services, Inc. (Attachment AD)

31. Sewer condition assessment, National Plant Services, Inc. (Attachment AE)

32. Storm water asset management, Glenn A. Rick Engineering and Development Co. (Attachment AF)

33. Structural engineering, Dokken Engineering (Attachment AG)

34. Structural engineering, IDS Group, Inc. (Attachment AH)

35. Surveying, Right-of-Way Engineering Services, Inc. (Attachment AI)

36. Surveying, O'Day Consultants, Inc. (Attachment AJ)

37. Surveying, NV5, Inc. (Attachment AK)

38. Utilities hydraulic modeling, Burns & McDonnell Western Enterprises, Inc. (Attachment AL)

39. Utilities hydraulic modeling, HDR Engineering, Inc. (Attachment AM)

40. Utilities hydraulic modeling, Kennedy/Jenks Consultants, Inc. (Attachment AN)

41. Utility locating/potholing, AirX Utility Surveyors, Inc. (Attachment AO)

42. Utility locating/potholing, GUIDA (Attachment AP)

43. Vertical construction management and inspection, CPM Partners, Inc. (Attachment AQ)

44. Vertical construction management and inspection, New City Consulting, Inc. (Attachment AR)

45. Vertical construction management and inspection, Schneider CM, Inc. (Attachment AS)

46. Vertical construction management and inspection, WSP USA, Inc. (Attachment AT)

47. Wastewater engineering, Carollo Engineers, Inc. (Attachment AU)

48. Wastewater engineering, Dokken Engineering (Attachment AV)

49. Wastewater engineering, Dudek (Attachment AW)

50. Wastewater engineering, Michael K. Nunley & Associates, Inc. (Attachment AX)

51. Water/wastewater asset management, HDR Engineering, Inc. (Attachment AY) June 24, 2025
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 N OW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows:

1. That the above recitations are true and correct.

2. Th at the City Council has determined that the proposed action is not a project as defined by California Environmental Quality Act (CEQA) under California Public Resources Code Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of master agreements with consulting firms for professional services. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

3. That the attached 51 master agreements are approved in a total amount not to exceed $27,900,000.

4. That the Mayor is authorized and directed to execute the attached 51 master agreements (Attachments A through AY) for professional services on behalf of the City of Carlsbad.

5. That the City Manager, or designee, is authorized to sign, on behalf of the City of Carlsbad, future project task descriptions and fee allotments issued under these master agreements.

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

June 24, 2025
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 24th day of June, 2025, by the following vote, to wit:

AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.

NAYS: None.

ABSTAIN: None.

ABSENT: None.
______________________________________
KEITH BLACKBURN, Mayor
______________________________________
SHERRY FREISINGER, City Clerk
(SEAL)
June 24, 2025
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PSA25-3726CA
1 MASTER AGREEMENT FOR

CLIMATE ACTION PLANNING SERVICES
ASCENT ENVIRONMENTAL, 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 City of Carlsbad, California, a municipal corporation, ("City"), and Ascent Environmental, Inc., a California corporation ("Contractor").

RECITALS
A. City requires the professional services of a consultant that is experienced in climate action planning services.

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

C. Contractor has the necessary experience in providing professional services and advice related to climate action planning.

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

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

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

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

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

5.0%, whichever is less). Approval of rate schedule increase by the City 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 June 24, 2025
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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.

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

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

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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.

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

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

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

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described 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 City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program 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 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.

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 (CGL) 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 City's satisfaction, a declaration stating this.

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

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

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

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

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

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6 13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

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

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

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

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

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

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

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

For City: For Contractor:

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

CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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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.

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

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

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

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

25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California 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 City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.

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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 City and Contractor.

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

30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, 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
ASCENT ENVIRONMENTAL, INC., a
California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Gary D. Jakobs, President
(print name/title) ATTEST:

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

Amanda K. Olekszulin, CFO
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:

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, City Attorney
BY: _____________________________
June 24, 2025
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PSA25-3726CA
11 EXHIBIT A

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

A. Preparation of periodic greenhouse gas (GHG) emissions inventories to support monitoring implementation progress of the CAP Update.

B. Public outreach, leading trainings, and stakeholder engagement related to implementation of the CAP Update measures, actions, and supportive actions.

C. Research, analysis, and assistance with program design and development for implementation of new and expanded measures in the CAP Update.

D. Tracking and oversight of implementation actions and supporting actions for the CAP Update, as needed and by measure.

E. Preparation of climate equity analyses.

F. Technical analysis related to future updates to the Climate Action Plan (CAP), including emissions projections, setting reduction targets, data analysis, policy recommendations, measure development, cost analyses, equity considerations, and state and federal environmental regulations.

G. Research and analysis of emerging regulatory, policy, or data issues related to climate change and its potential impact to the CAP Update.

H. Attendance at commission and City Council meetings for items related to the CAP Update, as needed.

Requests for work not listed above must be contracted under separate agreement June 24, 2025
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RFQ25-3437CA

REQUEST FOR QUALIFICATIONS-
MASTER SERVICES AGREEMENT FOR CONSULTANTS – PHASE II
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement
STAFF

NAME TITLE HOURLY RATE

1. Poonam Boparai Principal-in-Charge $350.00

2. Hannah Kornfeld, AICP Project Director $240.00

3. Claire Moss Project Manager $210.00

3. Andrew Beecher Senior Climate Planner $190.00

4. Brenda Hom Senior Climate Action Specialist $215.00

5. John Steponick Climate Adaptation Analyst $160.00

6. Natalie Kataoka Climate Action Analyst $140.00

7. Luis Montes Outreach Specialist $170.00

8. Michele Mattei Senior Publishing Specialist $165.00

9. Riley Smith Publishing Specialist $140.00

10. Corey Alling Graphics Specialist $140.00

SUB-CONSULTANTS

NAME/FIRM TITLE HOURLY RATE

1. N/A

EXPENSES
DESCRIPTION COST % MARKUP

1. Automobile Mileage $0.67/mile 0%

2. Reproduction: 8½” by 11” $0.07/page (black and white); $0.26/page (color)
5%

3. Reproduction: 11” by 17” $0.14/page B&W; $0.52/page color 5%

4. Reproduction: CDs $10/disc 5%

5. Lodging and/or Per Diem Government rates or as negotiated 0%

6. Other Direct Costs As incurred 5%
PSA25-3726CA
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1 MASTER AGREEMENT FOR

CLIMATE ACTION PLANNING SERVICES

UNIVERSITY OF SAN DIEGO
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and University of San Diego, a 501 (C)(3) non-profit organization ("Contractor").

RECITALS
A. City requires the professional services of a consultant that is experienced in climate action planning services.

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

C. Contractor has the necessary experience in providing professional services and advice related to climate action planning.

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

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

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

5.0%, whichever is less). Approval of rate schedule increase by the City 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
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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.

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

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

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6 13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

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

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

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

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

For City: For Contractor:

Name Eleida Felix Yackel Name Scott Anders
Title Senior Contract Administrator Title Project Manager Dept Public Works/ Contract Admin Address 5998 Alcala Park CITY OF CARLSBAD SAN DIEGO, CA 92110
Address 1635 Faraday Ave. Phone 619-260-4589
Carlsbad, CA 92008 Email [email protected]
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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.

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

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

31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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10 CONTRACTOR
UNIVERSITY OF SAN DIEGO, a 501 (C)(3)
non-profit organization
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:

By: SHERRY FREISINGER, City Clerk
(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, City Attorney
BY: _____________________________
June 24, 2025
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PSA25-3727CA
11 EXHIBIT A

A. Preparation of periodic greenhouse gas (GHG) emissions inventories to support monitoring implementation progress of the CAP Update.

B. Public outreach, leading trainings, and stakeholder engagement related to implementation of the CAP Update measures, actions, and supportive actions.

C. Research, analysis, and assistance with program design and development for implementation of new and expanded measures in the CAP Update.

D. Tracking and oversight of implementation actions and supporting actions for the CAP Update, as needed and by measure.

E. Preparation of climate equity analyses.

G. Research and analysis of emerging regulatory, policy, or data issues related to climate change and its potential impact to the CAP Update.

H. Attendance at commission and City Council meetings for items related to the CAP Update, as needed.

Requests for work not listed above must be contracted under separate agreement June 24, 2025
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Attachment C
PSA25-3728CA

MASTER AGREEMENT FOR COMPUTER-AIDED DESIGN (CAD) SERVICES

FUSION ENGINEERING AND TECHNOLOGY
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Fusion Engineering and Technology, a California corporation ("Contractor").

RECITALS
A. The City requires the professional services of a consultant with experience in providing computer-aided design (CAD) services.

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

C. The Contractor possesses the necessary experience to provide professional services and guidance related to computer-aided design (CAD).

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

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

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 diligen ce and best judgment while exercising its professional skill and expertise.

PSA25-3728CA

on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.

5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($ 400,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. 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, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

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

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

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

6. PUBLIC WORKS

PSA25-3728CA

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.

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

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PSA25-3728CA

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
The City 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.

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

PSA25-3728CA

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

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

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

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

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.

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

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

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

For City: For Contractor:

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

CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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619-992-6618
President
John S. Rivera
[email protected]
1810 Gillespie Way Suite 207
June 24, 2025
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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.

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreem ent completed. Based upon that finding City will 7 Docusign Envelope ID: 32F47261-5216-44C1-8CC6-880DE823A2B9 June 24, 2025
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determine the final payment of the Agreement.

25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative 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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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor.

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CITY OF CARLSBAD, a municipal
corporation of the State of California

CONTRACTOR
FUSION ENGINEERING AND TECHNOLOGY, a
California corporation
By: By:
(sign here) Keith Blackburn, Mayor
(print name/title) ATTEST:

By: SHERRY FREISINGER, City Clerk
(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, City Attorney
BY: _____________________________
10 John Silas Rivera, President
Christopher Scott Schildmeier, Secretary and CFO
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EXHIBIT A

SCOPE OF SERVICES AND FEES

Perform a variety of tasks related to computer-aided design (CAD), as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:

A. CAD Drafting and Design Services: Provide CAD drafting and design services for various city projects, including but not limited to roadways, utilities, buildings, parks, and public spaces.

B. Provide recommendations for increasing the level of CAD software standardization across city departments to improve collaboration, consistency, and efficiency.

C. CAD Standards Development: Develop and implement CAD standards and protocols to ensure consistency, accuracy, and compliance with industry best practices and city requirements.

D. GIS Integration: Integrate CAD software with Geographic Information Systems (GIS) to enable spatial analysis, mapping, and data visualization for urban planning and infrastructure projects.

E. GIS Services: Offer map production services for various programs, including traffic studies, pavement management, stormwater management, and other infrastructure projects in the city.
a. Develop custom GIS solutions for migration and integration with complex data models.

F. CAD Conversion and Digitization:
a. Convert paper drawings and blueprints into accurate digital CAD/GIS data models for transportation projects.
b. Update and modify existing CAD files to meet project requirements and standards.

G. Custom CAD Solutions:
a. Develop custom CAD solutions tailored to the specific needs of the City of Carlsbad’s Transportation Department or Parks & Recreation Department, including specialized software plugins (ArcGIS for AutoCAD) and automation tools. b. Provide training and support to ensure the division's efficient use of CAD tools and technologies.

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

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1810 Gillespie Way Suite 207
El Cajon, CA 92020
1 Tuesday, December 31, 2024

SCHEDULE OF CHARGES/RATES
Services requested shall be billed on a time and material basis per the following fee schedule:

Principal Civil Engineer (John Rivera) $200/hr.

Principal CAD/ IT Analyst (Christopher Schildmeier) $200/hr.

Senior CAD Programmer (Donald Broussard) $175/hr.

Civil Engineering Project Manager (Bonnie Phillips) $175/hr.

Civil Engineering Designer (Arturo Heyer) $150/hr.

Civil Engineering Drafter (Horacio Mendoza / Jacky Lopez) $125/hr.

Secretary / Administrative (Erin Desjardins) $75/hr.

REIMBURSABLE EXPENSES
Project related expenses are to be considered reimbursable items in addition to the contract fee and are billed pursuant to the following reimbursable expense fee schedule:

Mileage $0.70/mile
Reproduction/Plotting Cost + 15%
Photographs (film + processing) Cost + 15%
Parking, Postage, Courier Service Cost + 15%
Sub-Consultant Expenses Cost + 15%
Other Miscellaneous Direct Expenses Cost + 15%
ATTACHMENT B – MASTER SERVICES AGREEMENT RFQ25-3437CA

RATE SCHEDULE VALID THROUGH TERM OF AGREEMENT
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Attachment D
PSA25-3732CA

MASTER AGREEMENT FOR COMPUTER-AIDED DESIGN (CAD) SERVICES MICHAEL BAKER INTERNATIONAL, 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 City of Carlsbad, California, a municipal corporation, ("City"), and Michael Baker International, Inc., a Pennsylvania corporation ("Contractor").

RECITALS
A. The City requires the professional services of a consultant with experience in providing computer-aided design (CAD) services.

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

C. The Contractor possesses the necessary experience to provide professional services and guidance related to computer-aided design (CAD).

D. Contractor has submitted a proposal to the c ity 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, T HEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows:

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

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 diligen ce and best judgment while exercising its professional skill and expertise.

PSA25-3732CA

on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.

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

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

5.0%, whichever is less). Approval of rate schedule increase by the City 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 C ode, 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.

PSA25-3732CA

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.

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

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

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

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 S ection 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 City incurs or makes to or on behalf of an injured employee under the City’s self- administered workers’ compensation program 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.

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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.

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

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

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

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

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

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.

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

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

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

For City: For Contractor:

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

CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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[email protected]
Carlsbad, CA 92008
5050 Avenida Encinas, Ste 260
760-603-6246
VP, Office Executive
June 24, 2025
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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.

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreem ent completed. Based upon that finding City will 7 Docusign Envelope ID: 7E1C598C-7C9A-481C-B36B-F9341825CE02 June 24, 2025
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determine the final payment of the Agreement.

25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative 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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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor.

30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acc eptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.

31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
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CONTRACTOR
Michael Baker International, Inc., a
Pennsylvania corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Joanne Tyler, Associate Vice President
and Department Manager – Land Development
(print name/title) ATTEST:

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

Timothy M. Thiele, Vice President
and Office Executive & Assistant 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, City Attorney
BY: _____________________________
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EXHIBIT A

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

A. CAD Drafting and Design Services: Provide CAD drafting and design services for various city projects, including but not limited to roadways, utilities, buildings, parks, and public spaces.

B. Provide recommendations for increasing the level of CAD software standardization across city departments to improve collaboration, consistency, and efficiency.

C. CAD Standards Development: Develop and implement CAD standards and protocols to ensure consistency, accuracy, and compliance with industry best practices and city requirements.

D. GIS Integration: Integrate CAD software with Geographic Information Systems (GIS) to enable spatial analysis, mapping, and data visualization for urban planning and infrastructure projects.

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

Name Role Hourly
Rate
Geoff Retemeyer, PE, TE Contract Manager $230
Samantha Lathrop, EIT Deputy Project Manager $160
Wesley Tyler CAD Drafting & Design $110
Greg Pinz CAD Standards Development Lead $130
Rick Hendrickson, GISP GIS Integration & Conversion Lead $220 Tyler Kutscher CAD Custom Solutions & Training Lead $120 TBD Design Technician/Drafter $100
Andy Taylor Office Support/Clerical $75

EXPENSES
Description Cost % Markup
Mileage At the IRS approved rate N/A
Copy Services At cost 10%
CITY OF CARLSBAD ▬ MASTER SERVICES AGREEMENT FOR CONSULTANTS ▬ CATEGORY 2: COMPUTER-AIDED DESIGN (CAD) PSA25-3732CA
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MASTER AGREEMENT FOR COMPUTER-AIDED DESIGN (CAD) SERVICES NV5, 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 City of Carlsbad, California, a municipal corporation, ("City"), and NV5, Inc., a California corporation ("Contractor").

RECITALS
A. The City requires the professional services of a consultant with experience in providing computer-aided design (CAD) services.

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

C. The Contractor possesses the necessary experience to provide professional services and guidance related to computer-aided design (CAD).

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

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

on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.

5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($400,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. 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, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

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

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

6. PUBLIC WORKS

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11. OTHER CONTRACTORS
The City 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 4 June 24, 2025
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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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.

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

13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

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

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

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

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

For City: For Contractor:

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

CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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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.

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will 7 June 24, 2025
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determine the final payment of the Agreement.

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

{signatures on following page}

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CONTRACTOR
NV5, Inc., a California corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By: By:

Keith Blackburn, Mayor (sign here)
Jeffrey M. Cooper,
(print name/title) ATTEST:

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

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _____________________________
10 June 24, 2025
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EXHIBIT A

A. CAD Drafting and Design Services: Provide CAD drafting and design services for various city projects, including but not limited to roadways, utilities, buildings, parks, and public spaces.

B. Provide recommendations for increasing the level of CAD software standardization across city departments to improve collaboration, consistency, and efficiency.

C. CAD Standards Development: Develop and implement CAD standards and protocols to ensure consistency, accuracy, and compliance with industry best practices and city requirements.

D. GIS Integration: Integrate CAD software with Geographic Information Systems (GIS) to enable spatial analysis, mapping, and data visualization for urban planning and infrastructure projects.

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FEE SCHEDULE
Fee Schedule
NAME TITLE HOURLY RATE**
Tamara O’Neal, PE $235
David Niknafs, PE Director of Transportation $235
Amy Storey, LEED AP $193
Rafael Gutierrez CADD Design $150
Michael Rocco Senior Designer $174
Amir Mansour, EIT Project Engineer $158
Matthew Ronquillo Assistant Engineer $148
Brad Shin, EIT Associate Engineer $170
Art Biscocho Project Engineer $158
Joel Paulson, PLS, GISP Director, Survey $235
John Spooner GIS Technician $145
Dawit Begashaw GIS Technician $145
Russell White GIS Technician $145
Reimbursable Expenses
REIMBURSABLES COST %MARKUP
Reproduction Cost 0%
Consultant Services Cost + 10% 10%
per IRS standard 0%
Delivery, Freight, Courier Cost 0%
Agency Fees Cost 0%
** Regular rates. Work in excess of 8 hours and work on Saturdays will be billed at 1.5 times the regular rate. Work in excess of 12 hours and work on Sundays and Holidays will be billed at 2 times the regular rate. 2 PSA25-3733CA
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MASTER AGREEMENT FOR ENVIRONMENTAL/STORM WATER SERVICES D-MAX ENGINEERING, 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 City of Carlsbad, California, a municipal corporation, ("City"), and D-Max Engineering, Inc., a California corporation ("Contractor").

RECITALS
A. The City requires the professional services of a consultant experienced in environmental and storm water.

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

C. The Contractor possesses the necessary experience to provide professional services and guidance related to environmental and storm water.

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

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

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

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.

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

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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.

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

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

Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described 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 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 4 June 24, 2025
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Best's Key Rating of not less than "A-:VII"; 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”; 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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.

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

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

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

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.

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

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

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

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

For City: For Contractor:

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

CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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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.

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’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.

Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation.

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.

In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will 7 June 24, 2025
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determine the final payment of the Agreement.

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, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

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.

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

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

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.

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.

The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
D-MAX ENGINEERING, INC., a California
corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By: By:

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

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

John Quenzer, 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:

Chairman,
President,
Vice-President
Secretary,
Assistant Secretary,
CFO Assistant Treasurer
, the corporation attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _____________________________
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Perform a variety of tasks related to environmental and storm water, as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:

Trash Amendments Compliance.

Illicit Discharge Detection Elimination (IDDE) Investigations and Special Studies.

Program Regulatory Support/Compliance.

NPDES MS4 Permit / Jurisdiction/Watershed Program Updates.

NPDES MS4 Program Evaluations/ Program Assessments.

MS4 Jurisdiction/Watershed Reporting.

Storm Water Pollution Prevention Plans (SWPPP) (Municipal i.e. Not Construction).

NPDES Compliance Training.

Emergency Action Plan / Support.

Monitoring and assessment.

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MASTER AGREEMENT FOR ENVIRONMENTAL/STORM WATER SERVICES MIKHAIL OGAWA ENGINEERING, 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 City of Carlsbad, California, a municipal corporation, ("City"), and Mikhail Ogawa Engineering, Inc., a California corporation ("Contractor").

RECITALS
A. The City requires the professional services of a consultant experienced in environmental and storm water.

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

C. The Contractor possesses the necessary experience to provide professional services and guidance related to environmental and storm water.

NOW, THEREFORE, in consideration of these recita ls and the mutual covenants contained in this Agreement, City and Contractor agree as follows:

1. SCOPE OF WORK
City retains Contractor to perform, and Contractor ag rees 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 ex ercise 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 d iligence 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 City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s) periods or parts of a year. Exte nsions will be based upon a satisfactory review of Contractor’s performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.

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on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.

5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred thousand dollars ($600,000). 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, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

6. P UBLIC WORKS

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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 th e subcontractor's current DIR registration number.

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

Unless the Engineer approves otherwise, the 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 o r Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, sc hedules, 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 empl oyee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreemen t will not be considered employees of City for any purposes.

The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontracto rs. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 3

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

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

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, em ployees and volunteers from and against all claims, damages, losses and expenses 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 defe nd, shall not exceed the Contractor’s proportionate percentage of fault.

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

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

13.1.1 C ommercial General Liability (CGL) 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 lim it shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

13.1.2 A utomobile 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 W orkers' Compensation and Employer's Liab ility. Workers' Compensation limits as required by the California Labor Code. Workers' Compen sation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.

13.1.4 P rofessional 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. A dditional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:

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

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

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

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

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

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

14. B USINESS 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. AC COUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clea rly identifiable. Contractor will allo w a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allo w inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.

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

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

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

For City: For Contractor:

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

CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Each party will notify the other immediately of any ch anges of address that would require any notice or delivery to be directed to another address.

19. G ENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times 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.

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 su bject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles ma y therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.

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

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

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

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contract or by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will 7

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determine the final payment of the Agreement.

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

25. C LAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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 City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its lit igation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

26. J URISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California 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. S UCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement no r any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.

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

29. EN TIRE 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 no r 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 financ ial responsibility, in connection with participation by another public agency.

{signatures on following page}

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CONTRACTOR
Mikhail Ogawa Engineering, Inc., a California
corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Mikhail Ogawa, President and Secretary
(print name/title) ATTEST:

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

Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must a ttach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _____________________________
10

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EXHIBIT A

SCOPE OF SERVICES AND FEES

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

A. Trash Amendments Compliance.

B. Illicit Discharge Detection Elimination (IDDE) Investigations and Special Studies.

C. Program Regulatory Support/Compliance.

D. NPDES MS4 Permit / Jurisdiction/Watershed Program Updates.

E. NPDES MS4 Program Evaluations/ Program Assessments.

F. MS4 Jurisdiction/Watershed Reporting.

G. Storm Water Pollution Prevention Plans (SWPPP) (Municipal i.e. Not Construction).

H. NPDES Compliance Training.

I. Emergency Action Plan / Support.

J. Monitoring and assessment.

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

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CARLSBAD MASTER AGREEMENT RATE SCHEDULE

HOURLY RATE SCHEDULE - EFFECTIVE AT TIME OF CONTRACT APPROVAL

VALID THROUGH TERM OF AGREEMENT
STAFF
Name Title Hourly Rate

1. Mikhail Ogawa Principal in Charge/Project Manager
(President | Senior Principal) $220.00

2. Roshan Christoph
Technical Lead | Lead Quality
Assurance and Control
(Associate Principal)
$208.00

3. Nehemiah Martinez Technical and Field Support
(Senior Scientist) $180.00

4. Genel Davis Lead Quality Control/Assurance
(Associate Engineer) $170.00

5. Zach Rowlands Technical and Field Support
(Associate Scientist) $170.00

6. Sara Afshar Technical and Field Support
(Associate Scientist) $170.00

7. Ellie Deer Technical and Field Support
(Assistant Scientist) $160.00

8. Shane Daly Technical and Field Support
(Assistant Scientist) $160.00

SUB-CONSULTANTS
Name/Firm Title Hourly Rate

1. Ashli Desai / Larry Walker
Associates, Inc
Regulatory Advisor
(President) $379.00

2. Paul Hartman / Larry
Walker Associates, Inc
Regulatory and Technical Support
(Associate II) $335.00

3. Zaida Cholico / Larry
Walker Associates, Inc
Regulatory and Technical Support
(Project Engineer I-A) $208.00

EXPENSES
Description Cost % Markup

1. Mileage Current IRS Rate -

2. Fleet Vehicle $110.00/day -

3. Subcontractors and Direct
Costs Cost 10%
PSA25-3736CA
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MASTER AGREEMENT FOR ENVIRONMENTAL/STORM WATER SERVICES NVS, INC.

Attachment H
PSA25-3737CA
THIS AGREEMENT ("Agreement") is made and entered into as of the ______ day of June, 2025, but effective July, 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and NV5, Inc., a California corporation ("Contractor").

RECITALS
A. The City requires the professional services of a consultant experienced in environmental and storm water.

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

C. The Contractor possesses the necessary experience to provide professional services and guidance related to environmental and storm water.

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

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

3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June 30, 2028. The City Manager may amend the Agreement to extend it for two (1) additional one (.l) year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.

4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director ("Director") as authorized by the City Manager. The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight City Attorney Approved Version 2/11/2025
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City Attorney Approved Version 2/11/2025
PSA25-3737CA

EXHIBIT A

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

A. Trash Amendments Compliance.

B. Illicit Discharge Detection Elimination (IDDE) Investigations and Special Studies.

C. Program Regulatory Support/Compliance.

D. NPDES MS4 Permit / Jurisdiction/Watershed Program Updates.

E. NPDES MS4 Program Evaluations/ Program Assessments.

F. MS4 Jurisdiction/Watershed Reporting.

G. Storm Water Pollution Prevention Plans (SWPPP) (Municipal i.e. Not Construction).

H. NPDES Compliance Training.

I. Emergency Action Plan / Support.

J. Monitoring and assessment.

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Name Title Hourly Rate
1 Lisa Kay Executive Vice President $260
2 Michael Drennan
Vice President, Water
Resources $240
3 Dave Renfrew
Vice President, Water
Resources $240
4 Andrew Brenner Vice President $240
5 Michelle Mattson Director, Water Resources $230
6 Matt Moore Director, Water Resources $230
7 Wenkai Qin Principal Engineer $230
8 Jennifer Peterson Engineering Manager $215
9 Christian Braun Senior Project Manager $215
10 Sheila Holt Senior Project Manager $215
11 Alex Schriewer Senior Project Manager $215
12 Brianna Martin Senior Project Manager $215
13 Garth Engelhorn Senior Project Manager $215
14 Jeff Rex
Senior Environmental
Consultant $215
15 Matt Renaud Senior Consultant, Water
Resources $210
16 Amy Margolis Project Manager $170
17 Jacqueline
McMillen Senior Engineer $170
18 Amy Storey GIS Manager $170
19 Satomi Yonemasu Senior Scientist $160
20 Dan McCoy Senior Scientist $160
21 Kyle Clouthier Associate Project Manager $145
22 Nicholas Poser Associate III $145
23 Jillian Amaya Project Scientist $140
24 Sam Brogadir Associate II $140
25 Inez Bretado Associate II $140
26 Katlin Goodrich Associate II $140
27 Alex Cox Associate I $135
28 Ryan Dunlap Specialist II $110
29 Logan Bowdish Specialist II $110
30 Matt Muilenberg Specialist II $110
31 TJ Hackett Specialist II $110
32 Jessie Marra Specialist I $95
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SUB-CONSULTANTS
Name/Firm Title Hourly Rate*
2 Chad Praul/ Environmental Sr Program Design Spec VIII $329.80 1 Megan Chery/E Sr Program Design Spec V $253.74
3 Joe Tomerlin Program Design Spec IV $145.73
4 Alexandra Eisinger Program Design Spec III $131.51
5 Jeremy Wood Program Design Spec III $131.51
*A 5 % markup will be applied

LABORATORY SUB-CONSULTANTS
Description Cost % Markup
1 Physis Environmental Laboratories Analytical services pricing is included in Attachment A 5%
2 Isotech
Isotope laboratory services
pricing is included in
Attachment A
5%
3 AP Genomics
Molecular laboratory services
pricing is included in
Attachment A
5%
4 Weck Laboratories, Inc. Analytical services pricing is included in Attachment A 5%
5 Alpha Analytical Laboratories Analytical services pricing is included in Attachment A 5%

EXPENSES
Description Cost % Markup
1 Mileage Current IRS standard
mileage rate 0%
2 Equipment Rates Equipment Rate Schedule
provided in Table 1 0%
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Equipment Rate Basis

VESSELS/VEHICLES
Vehicle (Company Car) $100 Daily
Inflatable Boat + Motor $250 Daily
Kayak/Paddle $100 Daily

MARINE SAMPLING EQUIPMENT
Van Veen $150 Daily
Eckman Grab $50 Daily
Ponar Grab $50 Daily
METER CTD-10 Sensor and METER EM60G
Logger $400 Monthly
SeaTech Transmissometer $50 Daily
Teledyne RDI Stream Pro ADCP $250 Daily
MS4 SAMPLERS / FLOW METERS
Continuous Receiving Water Monitoring Site.

Equipment lease includes equipment enclosure,
autosampler, flow meter, level sensor, rain gauge,
solar panels, cellular modem, and two marine
batteries.
$7,500 Year
Auto Sampler $250 Daily
MS4 Flow Meter $150/$300/$3,500 Day/Month/Year
Knack Box $50 Monthly
Rain Gauge $25 Daily
Remote Pump $50 Daily
HOBO Level Logger $75/$150 Weekly/Monthly
YSI 6920, or YSI Pro DSS $250 Daily
Hach Turbidity Meter $75 Daily
Sondtec 3D Flow Tracker $100 Daily
Marsh McBirney Flo-Mate $100 Daily
Portable Peristaltic Sampler $50 Daily

OTHER FIELD EQUIPMENT
Field Sample Kit (H&S and sampling tools) $75 Daily
4 gas meter/Personal Gas Meter/tripod/
harness/ ventilator $450 Daily
Dewalt Tripod + LaserMark Self-Leveling Rotary
Laser $50 Daily
GPS $25 Daily
Laser Range Finder $25 Daily
Weather Station with Logger $50/$150/$350 Day/Week/Month Wind Meter (hand-held) $10 Daily
Other equipment provided on quote based on specific task order needs.

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ATTACHMENT A LABORATORY RATES
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PHYSIS
Aqueous Cost/sample
Total Dissolved Solids (TDS) $ 42
Ammonia as N $ 42
Dissolved Organic Carbon (DOC) $ 72
Dissolved Orthophosphate as P $ 42
Methylene Blue Active Substances (MBAS) $ 72
Nitrate as N $ 42
Nitrite as N $ 42
Sulfate $ 42
Total Hardness as CaCO3 $ 60
Total Kjeldahl Nitrogen (TKN) $ 66
Total Organic Carbon (TOC) $ 66
Total Phosphorus $ 66
Total Suspended Solids (TSS) $ 42
Total & Dissolved Trace Metals EPA 200.8 $ 270 Total & Dissolved Mercury EPA 1631E (ultra-low level) $ 180 Organophosphate Pesticides (OPPs) $ 306
Synthetic Pyrethroids $ 330
Total Alkalinity $ 48
Chloride $ 42
Dissolved Orthophosphate as P $ 42
Sediment Cost/sample
Synthetic Pyrethroids $ 330
Fipronil & Degradates $ 294
Particle Size Distribution $ 180
Percent Solids $ 42
Total Organic Carbon (TOC) $ 114
Biological Cost/sample
Chlorophyll-a $ 102
Algal Biomass Determination by Ash-free Dry Weight $ 102 Support Services Cost/sample
Custom EDD in CEDEN/SCCWRP Format (per report) $ 90 Sample Pickup & Delivery (per hour roundtrip) $ 90 After Hours Sample Pickup & Delivery (per hour roundtrip, 5pm-8am and weekends) $ 130
Isotech
Aqueous Cost/sample
2H/1H and 18O/16O $ 59
PSA25-3737CA
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2

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AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149 apgenomiclabs.com

1. Service Fees
A01 target- Per analysis $50.00
B00 qPCR water Per analysis $208.00
B01 Per analysis $175.00
B02 Per analysis $110.00
B03 Per analysis $95.00
B04 assays,
10 samples minimum per batch
Per sample $130.00
B09 Per analysis $385.00
B10 Per analysis $349.00
B11 Per analysis $290.00
B12 Per analysis $200.00
C00 Per analysis $265.00
C01 Per analysis $225.00
C02 (completed RT) Per analysis $160.00
C03 Per analysis $95.00
C09 Per analysis $455.00
C10 Per analysis $415.00
C11 ddPCR, RNA (completed RT) Per analysis $320.00
C12 Per analysis $250.00
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2

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AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149 apgenomiclabs.com
D01 From water sample Per sample $134.00
D02 lter sample Per sample $99.00
[
cylindrospermospin (cyrA), and saxitoxin gene (sxtA)]
D10 Concurrently tested with D01 or D02 Per sample $62.00 D11 Tested based on results from D01 or D02 (subsequently) Per sample $110.00 D12 From water sample (without D01 or D02) Per sample $140.00 D13 Per sample $104.00
on $47.00
Additional DNA Extraction Per e $51.00
PMA treatment prior to qPCR analysis Per sample $69.00
F01 Field Pump Rental Per week $80.00
F02 Field Per sample $20.00
F10 Per sample batchA $45.00
F20
Per hour $75.00
Courier Service (mileage)B Per mile $0.67
A
(up to 50 samples)
B
PSA25-3737CA
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2

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AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149 apgenomiclabs.com

2. Assay Lists
OT1 Chinook Salmon Oncorhynchus tshawytscha CKCO3
OK1 Coho Salmon Oncorhynchus kisutch
Steelhead Trout Oncorhynchus mykiss COI-
Delta Smelt CytB-
Amargosa Toad
Anaxyrus boreas & Anaxyrus nelsoni Cytb-WT
California Floater californiensis
AnuCOI2
Oregon Floater Anodonta oregonensis AorCOI
Western Ridged Gonidea angulata GanCOI2
ISDP1 Dreissena polymorpha
ISDR1 Dreissena rostriformis
ISDPR Zebra/ Dreissena polymorpha and Dreissena
rostriformis
PSA25-3737CA
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Page 4 of 5 ends

AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149 apgenomiclabs.com
GFD Avian Avian GFD
BP1 Beaver Bacteroidales BeaPol01
DBT Dog Bacteroidales DogBact
BCN Dog Bacteroidales BacCan
D37 Dog Lachnospiraceae DG37
GL2 Gull/Seabirds Catellicoccus marimammalium Gull2
CG1 Goose (Canadian) Bacteroidales CGOF1-Bac
Bacteroidales
Bacteroidales
LN3 Lachnospiraceae Lachno3
Q64 crAssphag e CPQ_064
PG2 Pig Bacteroidales Pig2Bac
R2B Ruminant Bacteroidales Rum2Bac
BCR Ruminant Bacteroidales BacR
Cow Bacteroidale
GB3 Universal Bacteroidales GenBac3
Includes serotypes A-F -F)
PTCS1 Campylobacter Spp. Includes C. jejuni, C. coli, C. lari CampySpp (3) PTCS2 Campylobacter Spp. Includes C. jejuni, C. coli, C. lari, C. upsaliensis, C. helveticus,
C. hyointestinalis
CampySpp (6)
PTCJ1 Campylobacter jejuni Specific for Campylobacter jejuni C.jejuni PTCC1 Campylobacter coli Specific for Campylobacter coli C.coli PTCL1 Campylobacter lari Specific for Campylobacter lari C.lari PTCS1 Cryptosporidium Spp. Cryptosporidium species COWPP702 PTGS1 Giardia Spp. Giardia species ß Giardin P241
–
Genotype I
Genotype II
PTSS1 Salmonella Spp. Salmonella species, targets ttr gene SalmSpp (ttr) PTSS2 Salmonella Spp. Salmonella species, targets invA
gene
SalmSpp (InvA)
Salmonella Spp. SalmSpp
(InvA_viab)
PSA25-3737CA
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AP Genomic Labs Inc. 5858 Dryden Pl. Suite 217, Carlsbad, CA 92008 Phone: 619.333.6815 Fax: 619.535.0149 apgenomiclabs.com

3. controls (NTCs).
-
guidelines.
i.e., standard
, and
in triplicates.
well-known sampling areas. Sampling process controls
extracts are tested in duplicates.
process control in case of RNA assays
above.
is a -powered micro funnels. It can
, such as the back of a truck or a folding table. The pump comes in a sturdy case with a charging
vary depending on solids content. The r the day of receipt at the day of return at AP Genomic Labs Inc. Please reserve a pump early, as pumps are limited and are provided on a - -serve basis.
(including micro funnels , and zip lock bags). A box for the return on request.

PSA25-3737CA
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Item #6 Page 115 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City of Carlsbad
As-needed Water Quality
Monitoring & Reporting
Weck Laboratories, Inc.
14859 Clark Ave.

Industry, CA 91745
626-336-2139
www.wecklabs.com
22 June 24, 2025
Item #6 Page 116 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City of Carlsbad
As-needed Water Quality
Monitoring Reporting
Matrix Parameters Method Unit Price
Water Chromium, Trivalent by Calculation varies $10.00
Water Hardness, Total varies $40.00
Water Chloride EPA 300.0 $30.00
Water Fluoride EPA 300.0 $30.00
Water Sulfate EPA 300.0 $30.00
Water Alkalinity, Full List SM 2320B $40.00
Water Alkalinity, Total SM 2320B $30.00
Water Ammonia-N EPA 350.1 $40.00
Water Chemical Oxygen Demand EPA 410.4 $45.00
Water Color SM 2120B $20.00
Water Cyanide, Total EPA 335.4 $50.00
Water Dissolved Inorganic Carbon SM 5310B $60.00
Water Dissolved Organic Carbon SM 5310B $60.00
Water Dissolved Oxygen SM 4500O-H $30.00
Water MBAS - Surfactants SM 5540C $45.00
Water Nitrate-N EPA 353.2 $35.00
Water Nitrite-N EPA 353.2 $35.00
Water NO2+NO3-N EPA 353.2 $45.00
Water Orthophosphate-P EPA 365.3 $40.00
Water pH SM 4500H+-B $15.00
Water Phosphorus, Total as P EPA 365.1 $45.00
Water Specific Conductance (EC) SM 2510B $25.00
Water Sulfide, Total SM 4500S2-D $50.00
Water Sulfite SM 4500SO3-B $50.00
Water Total Dissolved Solids SM 2540C $30.00
Water Total Kjeldahl Nitrogen EPA 351.2 $80.00
Water Organic Nitrogen varies $10.00
Water Total Nitrogen by calculation varies $10.00
Water Total Organic Carbon SM 5310B $50.00
Water Total Suspended Solids SM 2540D $30.00
Water Turbidity EPA 180.1 $25.00
Water Chromium, Hexavalent EPA 218.6 $105.00
Water Aluminum EPA 200.8 $20.00
Water Aluminum, dissolved EPA 200.8 $20.00
Water Antimony EPA 200.8 $20.00
Fee Schedule
PSA25-3737
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Item #6 Page 117 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City of Carlsbad
As-needed Water Quality
Monitoring Reporting
Matrix Parameters Method Unit Price
Water Antimony, dissolved EPA 200.8 $20.00
Water Arsenic EPA 200.8 $20.00
Water Arsenic, dissolved EPA 200.8 $20.00
Water Barium EPA 200.8 $20.00
Water Barium, dissolved EPA 200.8 $20.00
Water Beryllium EPA 200.8 $20.00
Water Beryllium, dissolved EPA 200.8 $20.00
Water Cadmium EPA 200.8 $20.00
Water Cadmium, dissolved EPA 200.8 $20.00
Water Calcium EPA 200.7 $20.00
Water Chromium EPA 200.8 $20.00
Water Chromium, dissolved EPA 200.8 $20.00
Water Cobalt EPA 200.8 $20.00
Water Cobalt, dissolved EPA 200.8 $20.00
Water Copper EPA 200.8 $20.00
Water Copper, dissolved EPA 200.8 $20.00
Water Iron EPA 200.7 $20.00
Water Iron, dissolved EPA 200.7 $20.00
Water Lead EPA 200.8 $20.00
Water Lead, dissolved EPA 200.8 $20.00
Water Magnesium EPA 200.7 $20.00
Water Manganese EPA 200.8 $20.00
Water Manganese, dissolved EPA 200.8 $20.00
Water Mercury EPA 245.1 $45.00
Water Mercury, dissolved EPA 245.1 $45.00
Water Metals, CTR EPA 200.8 $240.00
Water Molybdenum EPA 200.8 $20.00
Water Molybdenum, dissolved EPA 200.8 $20.00
Water Nickel EPA 200.8 $20.00
Water Nickel, dissolved EPA 200.8 $20.00
Water Phosphorus EPA 200.7 $35.00
Water Phosphorus, dissolved EPA 200.7 $35.00
Water Selenium EPA 200.8 $20.00
Water Selenium, dissolved EPA 200.8 $20.00
Water Silver EPA 200.8 $20.00
Water Silver, dissolved EPA 200.8 $20.00
Water Sodium EPA 200.7 $20.00
PSA25-3737CA
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Item #6 Page 118 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City of Carlsbad
As-needed Water Quality
Monitoring Reporting
Matrix Parameters Method Unit Price
Water Thallium EPA 200.8 $20.00
Water Thallium, dissolved EPA 200.8 $20.00
Water Vanadium EPA 200.8 $20.00
Water Vanadium, dissolved EPA 200.8 $20.00
Water Zinc EPA 200.8 $20.00
Water Zinc, dissolved EPA 200.8 $20.00
Water Mercury, Diss, low-level EPA 1631E $125.00
Water Mercury, total, low-level EPA 1631E $125.00
Water Metals Digestion Fee [TRACK] $20.00
Water E.Coli SM 9223B $45.00
Water Enterococcus - Enterolert Enterolert $100.00
Water Fecal Coliform 3 dilutions SM 9223B $45.00
Water Total & Fecal Coliforms 3 dilutions SM 9221B/E $100.00 Water Total Coliforms by Enumeration 3 dilutions SM 9221B $60.00 Water OC Pesticides/PCBs Low-Level EPA 608.3 $190.00
Water Pyrethroid Pesticides by GC/MS/MS EPA 8270M $350.00 Water Semivolatile Organic Compounds EPA 8270C $300.00
Water Semivolatile Organics Compounds EPA 625.1 $300.00 Water OP Pesticides, low-level EPA 625.1 $350.00
Water PAHs, low-level by GC/MS/MS EPA 625.1 $400.00
Water Sub Dioxin 2378TCDD EPA 1613B $450.00
Water Sub EPA Method 100.2 (Long Fibers >10 microns) EPA 100.2 $220.00 PSA25-3737CA
25 June 24, 2025
Item #6 Page 119 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 City of Carlsbad
As-needed Water Quality
Monitoring Reporting
Valid through
Other Fees Percent Unit Rate
Rush Surcharges (work days)
One Day 200
Two Day 100
Three Day 75
Four-Five Day 50
<10 Day 25
Afterhours - Rain Event Standby flat fee $400.00
Afterhours - Weekdays 5:30 PM to 9 PM or 6 AM to 8 AM $300.00 Afterhours - Weekends/Holidays 8 AM to 5:30 PM $600.00
Asbestos - EPA 100.2 extra grid opening (each) $10.00
Asbestos EPA 100.2 Ozone Treatment $90.00
Courier - Sample Pick-up (business days) $275.00
Courier - Dry run $150.00
EDD - CEDEN $40.00
Microbiology - Each extra dilution $15.00
Preparation - Filtration, dissolved metals $20.00
Comments
Afterhours - no samples received between 9 PM and 6 AM
Field Blanks, Duplicates and Trip Blanks are billed same as samples Courier services must be prescheduled and are based upon availability All microbiology samples must be prescheduled and arrive with a minimum of 2 hours of holding time remaining
PSA25-3737CA
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
 

    
    
    
    
                       
     
    
    
    
    
    
                   
    
    
         

PSA25-3737CA
27 June 24, 2025
Item #6 Page 121 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
 
    
    
    
    
    
     
         
    
    
    
    
    
     
    
    
    
    
    
              
    
    
    
    

PSA25-3737CA
28 June 24, 2025
Item #6 Page 122 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
 
    
    
    
    
    
    
    
    
         
    
    




  

 

PSA25-3737CA
29 June 24, 2025
Item #6 Page 123 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 

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

 
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 

 

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
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
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


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
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
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
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

PSA25-3737CA
30 June 24, 2025
Item #6 Page 124 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 


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 

 

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






















PSA25-3737CA
31 June 24, 2025
Item #6 Page 125 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 






























































































PSA25-3737CA
32 June 24, 2025
Item #6 Page 126 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 






























































































PSA25-3737CA
33 June 24, 2025
Item #6 Page 127 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 









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PSA25-3737CA
34 June 24, 2025
Item #6 Page 128 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 
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

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 
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 
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
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PSA25-3737CA
35 June 24, 2025
Item #6 Page 129 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 
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














PSA25-3737CA
36 June 24, 2025
Item #6 Page 130 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 






























































































PSA25-3737CA
37 June 24, 2025
Item #6 Page 131 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 






























































































PSA25-3737CA
38 June 24, 2025
Item #6 Page 132 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 







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
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PSA25-3737CA
39 June 24, 2025
Item #6 Page 133 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 
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
PSA25-3737CA
40 June 24, 2025
Item #6 Page 134 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 
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





























PSA25-3737CA
41 June 24, 2025
Item #6 Page 135 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 






























































































PSA25-3737CA
42 June 24, 2025
Item #6 Page 136 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 






























































































PSA25-3737CA
43 June 24, 2025
Item #6 Page 137 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 






























































































PSA25-3737CA
44 June 24, 2025
Item #6 Page 138 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 

























PSA25-3737CA
45 June 24, 2025
Item #6 Page 139 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 

 
   
 




     

     

      
     


     

      
     

      
     

PSA25-3737CA
46 June 24, 2025
Item #6 Page 140 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 

     

      
     

     


      
      

      
      
      
      

PSA25-3737CA
47 June 24, 2025
Item #6 Page 141 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
      
      
      
      
      

  
  
  
  

     

      
  

   


PSA25-3737CA
48 June 24, 2025
Item #6 Page 142 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
 

      
      
      
   

   

      
      
  

  


     

      
PSA25-3737CA
49 June 24, 2025
Item #6 Page 143 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 

      

 

  

  

  


 


           
           
     
            
PSA25-3737CA
50 June 24, 2025
Item #6 Page 144 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
                                                                 
                                         
                                         
                        
PSA25-3737CA
51 June 24, 2025
Item #6 Page 145 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
                 
           
     
     
     
           
                       
                                                                                          
PSA25-3737CA
52 June 24, 2025
Item #6 Page 146 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 

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


 





 

 
     
                 
              
  
  


    
    
    
    
    
    
    
    
    
 
 

PSA25-3737CA
53 June 24, 2025
Item #6 Page 147 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
  






    
    
        
 
     

   


   


   
        
 

PSA25-3737CA
54 June 24, 2025
Item #6 Page 148 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
  





         
             
 
        
 
        
 
         

PSA25-3737CA
55 June 24, 2025
Item #6 Page 149 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
  





   
 
           

  
         
 
         
        
 
     
PSA25-3737CA
56 June 24, 2025
Item #6 Page 150 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
  





             
 
             
 
         
    
    
   
 

PSA25-3737CA
57 June 24, 2025
Item #6 Page 151 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
  





      

  
         
   
 
     
    
    
    
    

PSA25-3737CA
58 June 24, 2025
Item #6 Page 152 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 





 





 

 
  







   


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PSA25-3737CA
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PSA25-3739CA
1 MASTER AGREEMENT FOR GEOTECHNICAL SERVICES
ATLAS TECHNICAL CONSULTANTS, LLC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Atlas Technical Consultants, LLC., a Delaware limited liability company ("Contractor").

RECITALS
A. City requires the professional services of a consultant that is experienced in geotechnical 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 geotechnical.

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

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

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 diligen ce and best judgment while exercising its professional skill and expertise.

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

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

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

5.0%, whichever is less). Approval of rate schedule increase by the City 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 S ection 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor C ode, 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 Docusign Envelope ID: 7CB624CD-BE9F-4679-8B0C-CC86D961658A June 24, 2025
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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.

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.

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

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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
The City 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 S ection 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 City incurs or makes to or on behalf of an injured employee under the City’s self- administered workers’ compensation program 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 Docusign Envelope ID: 7CB624CD-BE9F-4679-8B0C-CC86D961658A 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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.

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

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6 13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.

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

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.

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

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

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

For City: For Contractor:

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

CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Docusign Envelope ID: 7CB624CD-BE9F-4679-8B0C-CC86D961658A 9085 Aero Drive, Suite B
949.300.6579
Yashar Hooshvar
San Diego, CA 92123
Regional Vice President
[email protected]
June 24, 2025
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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.

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.

23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is Docusign Envelope ID: 7CB624CD-BE9F-4679-8B0C-CC86D961658A June 24, 2025
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8 usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.

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

{signatures on following page}

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10 CONTRACTOR
ATLAS TECHNICAL CONSULTANTS, LLC., a
Delaware limited liability company
CITY OF CARLSBAD, a municipal
corporation of the State of California

By: By:

(sign here) Keith Blackburn, Mayor

(print name/title) ATTEST:

By: SHERRY FREISINGER, City Clerk

(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:

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, City Attorney

BY: _____________________________

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PSA25-3739CA
11 EXHIBIT A

SCOPE OF SERVICES AND FEES

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

A. Geotechnical Investigations.

B. Hazardous Material Evaluations.

C. Materials Testing.

D. Groundwater Monitoring Well Installations.

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

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CITY OF CARLSBAD - CONTRACT ADMINISTRATION, PUBLIC WORKS BRANCH MASTER SERVICES AGREEMENT NUMBER: RFQ25-3437CA - CATEGORY 5 Prices valid through 3-year Term of Agreement
STAFF

NAME UNIT RATE
1 Morteza Mirshekari, PhD, PE Hour $250
2 Reza Saeedzadeh, PhD, PE, GE Hour $250
3 Hisham Nofal, PhD, PE, GE Hour $250
4 Erick Aldrich, PE, GE Hour $250
5 J. Goodmacher, PG, CEG, CHG Hour $250
6 Doug Skinner, PG, CEG Hour $250
7 Dale Bodman, PE Hour $200
8 Stephan Callas Hour $180
9 Bryan Rall, PG, CEG Hour $200
10 Christopher A. Schmidt, P.E. Hour $200
11 Nickey Akbariyeh, PE Hour $200
12 Jalal Fatemi, PE Hour $200
13 Jonathan McGehee, GIT Hour $180
14 Stephane Dalo, EIT Hour $160
15 Kyle Hahn, GIT Hour $160
16 Jacob Baker, GIT Hour $160
17 Matt Reilly, CAC, CLIA Hour $190
18 Max Quezada, CAC, CLIA Hour $160
19 Paul Lowe, CAC, CLIA Hour $160
20 Noll Valera, CSST, CLST Hour $160
21 James Choe, CSST, CLCR, CLST Hour $160
22 Dan Ferguson Hour $190
23 Dan Broyles Hour $190
24 Austin Hill Hour $190
25 Roger Jimenz Hour $140
26 Raul Tena Hour $140
27 Tony Stewart Hour $140
28 Peter SteinGillette Hour $140
29 Ismael Gonzales Hour $140
30 Chad Bartley Hour $140
31 Cynthia Garcia Ibarra Hour $110
32 Jessica Isbell Hour $95
33 Jazmine Martinez Hour $95
RFQ25-3437CA 5. Geotechnical Services
Administrative Assistant
Administrative Assistant
Drafter
Field Technician
Field Technician
Field Technician
Field Technician
Building Sciences
Field Services Manager
Field Services Manager
Director of Lab Services
Field Technician
Field Technician
Staff Geologist
Staff Geologist
Building Sciences Technical Practice Manager
Building Sciences
Building Sciences
Building Sciences
Senior Geologist
Senior Engineer
Senior Engineer
Senior Engineer
Staff Engineer
Project Geologist
Principal Engineer
Principal Engineer
Principal Geologist
Principal Geologist
Senior Engineer
Project Geophysicist
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE
TITLE
Geotechnical Practice Manager
Principal Engineer

ATLAS FEE SCHEDULE
PSA25-3739CA
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CITY OF CARLSBAD - CONTRACT ADMINISTRATION, PUBLIC WORKS BRANCH MASTER SERVICES AGREEMENT NUMBER: RFQ25-3437CA - CATEGORY 5 Prices valid through 3-year Term of Agreement

SUB-CONSULTANTS

NAME/FIRM UNIT RATE
1 Baja Exploration Half Day $3,630.00
2 Baja Exploration Full Day $4,840.00
3 Baja Exploration Half Day $4,180.00
4 Baja Exploration Full Day $5,500.00
5 Baja Exploration Full Day $4,950.00
6 Baja Exploration Hour $330.00
7 Baja Exploration Foot $68.00
8 Pacific Drilling Hour $478.00
9 Pacific Drilling Hour $588.00
10 Pacific Drilling Hour $55.00
11 Pacific Drilling Hour $110.00
12 Hudson Safe T Lite Hour $132.00
13 Hudson Safe T Lite Hour $198.00
14 Hudson Safe T Lite Day $1,250.00
15 Hudson Safe T Lite Day $110.00
16 Hudson Safe T Lite Week $330.00
17 Hudson Safe T Lite Month $990.00
18 Hudson Safe T Lite Page $330.00
19 Hudson Safe T Lite Page $660.00
20 Eurofins Each $115.00
21 Eurofins Each $55.00
22 Eurofins Each $77.00
23 Eurofins Each $104.00
24 Eurofins Each $104.00
25 Eurofins Each $176.00
26 Eurofins Each $187.00
27 Eurofins Each $170.00
28 Eurofins Each $71.00
29 Eurofins Each $63.00
30 Eurofins Each $214.00
31 Eurofins Each $5.00
Asbestos in Soil (PLM) Quantitative
Sample Waste Disposal
Organochlorine Pesticides (8081A)
Organophosphorus Pesticides (8141A)
Herbicides (8151A)
SVOCs/PAH (89270C)
PCBs (8082)
Asbestos in Soil (PLM) Qualitative
Traffic Control Plans 11x17 Non Engineer Stamped
Traffic Control Plans 11x17 with Engineer Stamp
VOCs + TPHg (8260B) add $5 if oxygenates are needed
TPHd + TPHo (8015M) Diesel Standard
TPHd + TPHo (8015M) Diesel and Motor Oil Standards
Title 22 Metals (6010B/7471A)
Flagger/Labor Technician (week days up to 8 hours)
Flagger/Labor Technician (8 to 12 hours and weekends)
Traffic Control Equipment (Shoulder/Lane Closure)
Daily Arrow Board Rental - When Required
Weekly Arrow Board Rental - When Required
Monthly Arrow Board Rental - When Required
Hand Auger Tech
Hollow Stem Auger Drilling Footage
Drill Rig - Truck Mount, Fraste, Mole, Tripod (5-Hour Minimum) Drill Rig - Large Diameter (5-Hour Minimum)
Overtime Surcharge Per Person
Doubletime Surcharge Per Person

TITLE/SERVICE
CME 75 Drilling Services (up to 4 hours)
CME 75 Drilling Services (up to 8 hours)
CME 95 Drilling Services (up to 4 hours)
CME 95 Drilling Services (up to 8 hours)
Limited Access Rig (up to 8 hours)
RFQ25-3437CA 5. Geotechnical Services
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE

ATLAS FEE SCHEDULE
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CITY OF CARLSBAD - CONTRACT ADMINISTRATION, PUBLIC WORKS BRANCH MASTER SERVICES AGREEMENT NUMBER: RFQ25-3437CA - CATEGORY 5 Prices valid through 3-year Term of Agreement

LABORATORY TESTING LABORATORY TESTING

RATE RATE
$515.00 $1,105
$255.00 $370
$185.00 $490
$245.00 $310
$245.00 $310
$230.00 $65
$185.00 $3,750
$320.00 $220
$120.00 $165
$275.00 $115
$220.00 $430
$35.00 $430
$215.00 $1,105
$95.00 $230
$215.00
$275.00 $35
$245.00 $75
$270.00 $95
$45.00 $320
$55.00 $1,275
$50.00 $360
$115.00 $455
$95.00 $95
$90.00 $145
$155.00 $185
$160.00 $215
$340.00 $65
$110.00 $185
$135.00 $310
$245.00 $125
$65.00
$80.00 $95
$80.00 $155
$460.00 $235
$145.00 $320
$230
$85.00 $235
$105.00 $155
$220.00
$430.00 $100

EXPENSES
DESCRIPTION COST %MARKUP
1 2
RFQ25-3437CA 5. Geotechnical Services
Emulsion Content Miscellaneous
Gyratory Compacted Maximum Specific Gravity Fire Proofing Density Test Asphalt Concrete Post-Tension Tendon Tensile Testing
Asphalt Core Specific Gravity Tensile & Bend Test Structural Steel Asphalt Core Specific Gravity Waxed Tensile & Bend Test Reinforcing Steel Soluble Sulfate Bolt Assembly Tensile & Proof Load Test Soundness 5 Cycles Chemical Analysis
Specific Gravity Fine or Coarse Aggregate Modulus of Elasticity (Steel) Sieve Analysis with Hydrometer Mortar Shear Strength
Soil Cement Compression Strength Metal
Soluble Chlorides Bolt Assembly Hardness Test
R-Value Masonry Core Compression
Sand Equivalent Masonry Prism Compression
Sieve Analysis Modulus of Elasticity (Masonry Prism)
Percent Finer than #200 Absorption Block
pH & Resistivity Compression Block Standard
Plasticity Index Efflorescence Block
Natural Moisture/Density Ring or Core Sample Shotcrete Panel, 3 Cores Compression Organic Impurities Shrinkage Hardened Concrete
Organic Matter Split Tensile Concrete Cylinder
Maximum Density – 6" (ASTM D698, D1557) Flex Beam Modulus of Rupture Moisture Content Modulus of Elasticity
Natural Density Chunk Sample Shotcrete Mockup Panel
Light Weight Pieces Concrete and Masonry
Los Angeles Abrasion (Cal 211, ASTM C131) Concrete/Grout/Mortar Compression Maximum Density – 4" (ASTM D698, D1557) Concrete Core Compression Fineness Modulus (ASTM C136) Stabilometer Value
Flat & Elongated Pieces (ASTM D4791) Tensile Strength Ratio Liquid Limit (Cal 204, ASTM D4318) Wet Track Abrasion
Durability Factor (Cal 229, ASTM D3744) Rice Max Theoretical Specific Gravity AC Durability Index (Cal 229, ASTM D3744) Sieve Analysis Extracted Aggregate Expansion Index (ASTM D4829) Stability and Flow
Corrosivity Testing Moisture of Asphalt Mixtures (Microwave) Crushed Particles Optimum Bitumen Content
Direct Shear (ASTM D3080) Percent Bitumen Asphaltic Concrete Clay Lumps in Aggregate Hveem & Stabilometer Value
Cleanness Value Ignition Oven Correction Factor
Consolidation Ignition Oven Degradation Factor
Soil and Aggregate Asphalt Concrete Continued
California Bearing Ratio Hamburg Wheel Plant Produced HMA California Impact Hveem Maximum Bulk Specific Gravity

TEST TEST
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE

ATLAS FEE SCHEDULE
PSA25-3739CA
14 Docusign Envelope ID: 7CB624CD-BE9F-4679-8B0C-CC86D961658A June 24, 2025
Item #6 Page 167 of 1064
Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 Attachment J
PSA25-3740CA
1 MASTER AGREEMENT FOR GEOTECHNICAL SERVICES

ENGEO, INCORPORATED
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and ENGEO, Incorporated, a California corporation ("Contractor").