2025-06-24; City Council; Resolution 2025-152 — Carlsbad City Council, June 24, 2025 (part 2 of 5)

MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION ARCADIS U.S., INC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of ___________________, 20 25, but effective August 18, 2025, by and between the City of Carlsbad , California, a municipal corporation ("City"), and Arcadis U.S., Inc., a Delaware corporation ("Contractor").

RECITALS
A. City requires the professional services of a consultant that is experienced in construction management and inspection for horizontal projects.

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

C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management and inspection.

D. Contractor has submitted a proposal to the city responsive to Request for Qualifications RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications.

NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, 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 a rea, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s performance, 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 PSA25-3812CMI
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documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.

5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by both parties.

Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, 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. 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.

6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in the performance of any contract for public work unless currently registered and qualified to perfor m 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 City ’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. Contractor is required to create a free web -based Procore user account(s) and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City Engineer approves otherwise, Contractor shall process all project documents through Procore because Docusign Envelope ID: 0B117045-9F10-47DD-8D18-3F3640FC5B01 June 24, 2025
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this platform will be used to submit, track, distribute and collaborate on project s. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore -certification-subcontractor. Contractor is responsible for attaining Contractor’s own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore.

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

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

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

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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 attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

If Co ntractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under 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 Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

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

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

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13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal 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.”

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

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

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

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

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

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

16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and 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 Jennifer Chapman Name Lauren Jentzen
Title
Senior Contract Administrator
Title PE - Construction Principal
(Project Manager)
Dept Public Works/CM&I Address 530 B Street, Suite 1000 CITY OF CARLSBAD San Diego, CA 92101
Address
1635 Faraday Ave.

Phone
858-414-2449
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

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

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

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

21. DISCRIMINATION, 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 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.

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percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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.

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 n or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.

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

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

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and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.

CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California ARCADIS U.S., INC., a Delaware corporation By: By:
(sign here) KEITH BLACKBURN, Mayor
John McCarthy, President
(print name/title) ATTEST:

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

Robyn Miller, Secretary Director of Constituent & Clerk Services (print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation , Agreement must be signed by one corporate officer from each of the following two groups:

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

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A

SCOPE OF SERVICES AND FEES
Contractor shall perform as -needed horizontal construction management and inspection services in accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed upon billing rates for services outlined in said proposal are attached hereto.

All hours billed will be paid at a straight time rate; no overtime billing allowed.

Hours billed on a non-contractor workday must receive prior authorization by city staff.

Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell phone, insurance, travel time, etc.

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Fee Schedule
Prices valid through initial Term of Agreement. If the City extends the Agreement, compensation may increase by a maximum of 2%, upon agreement by the City or CMWD.

Arcadis Staff
Name Title Hourly Rate OT Rate DT Rate

1. Lauren Jentzen Construction Manager / Resident Engineer $283.00 NA NA

2. Arthur Serata Construction Manager / Resident Engineer $283.00 NA NA

3. Nariman Khomamizadeh Construction Manager / Resident Engineer $220.00 NA NA

4. Craig Hutchins Construction Manager / Resident Engineer $230.00 NA NA

5. Yanal Bushnaq Construction Manager / Resident Engineer $195.00 NA NA

6. Allen Day Construction Inspector* $220.00 $260.00 $300.00

7. Sarah Thomson Construction Inspector* $238.00 $280.00 $323.00

8. Conrad Taylor Construction Inspector* $220.00 $260.00 $300.00

9. Chris Wright Construction Inspector* $238.00 $280.00 $323.00

10. Erik Anderson Construction Inspector* $230.00 $271.00 $314.00

11. Kiah Tretter Admin/Document Control Specialist $115.00 NA NA

12. Rhonda Barkey Admin/Document Control Specialist $132.00 NA NA *Construction Inspector rates based off DIR Prevailing Wage SD-23-63-3-2024-2D, Group 2 Subconsultants
Name / Firm Title Hourly Rate OT Rate DT Rate

1. Oscar Mendoza (KCS) Construction Manager / Resident Engineer $272.00 NA NA

2. Jeff Edwards (KCS) Construction Inspector* $225.00 $274.25 $322.87

3. Jay Losofsky (KCS) Start-up support $233.00 NA NA

4. Teresa Gonzalez-White (GWCS) Labor Compliance $120.00 NA NA

5. Gerald Montgomery Principal / QSD $160.00 NA NA

6. Steven Branson (SQ) Project Manager / QSD $150.00 NA NA

7. Julietta Viduya (SQ) QSP $125.00 NA NA

8. Stan Olmos (SQ) QSP $125.00 NA NA

9. Thomas Klein (RCS) E & IC, Start-up Support $230.00 $345.00 $460.00 PSA25-3812CMI; Exhibit "A" (Cont.)
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION CPM PARTNERS, INC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of ___________________, 20 25, but effective August 18, 2025, by and between the City of Carlsbad , California, a municipal corporation ( "City"), and CPM Partners, Inc., a California corporation ("Contractor").

RECITALS
A. City requires the professional services of a consultant that is experienced in construction management and inspection for horizontal projects.

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

C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management and inspection.

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.

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(“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 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.

Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, 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 b ased upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

6. PUBLIC WORKS

6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.

7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’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. Contractor is required to create a free web -based Procore user account(s) and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City Docusign Envelope ID: F1E31268-5C1B-4C8E-B825-F9273B19244A June 24, 2025
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Engineer approves otherwise, Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project s. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor is responsible for attaining Contractor’s own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore.

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

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 Docusign Envelope ID: F1E31268-5C1B-4C8E-B825-F9273B19244A June 24, 2025
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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.

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 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.

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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.

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

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

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

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

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

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 Jennifer Chapman Name Alex Janecek
Title Senior Contract Administrator Title Vice President Dept Public Works/CM&I Address 523 Encinitas Blvd., #200 CITY OF CARLSBAD Encinitas, CA 92024
Address 1635 Faraday Ave. Phone 310-989-3104
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

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

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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 recommen ded 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 progres s 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 determine the final payment of the Agreement.

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 Docusign Envelope ID: F1E31268-5C1B-4C8E-B825-F9273B19244A June 24, 2025
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor ack nowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of inf ormation. If 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.

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 partie s waive all provisions of law providing for a change of venue in these proceedings to any other county.

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

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

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 Docusign Envelope ID: F1E31268-5C1B-4C8E-B825-F9273B19244A June 24, 2025
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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 lim ited to financial responsibility, in connection with participation by another public agency.

CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California CPM PARTNERS, INC., a California corporation

By: By:

(sign here) KEITH BLACKBURN, Mayor

Maribel R. Janecek,
President and Chief Financial Officer

(print name/title) ATTEST:

By: SHERRY FREISINGER, City Clerk

(sign here) By:

Director of Constituent & Clerk Services
(print name/title)

Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation , Agreement must be signed by one corporate officer from each of the following two groups:

Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer

Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney

BY: _____________________________

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EXHIBIT A

SCOPE OF SERVICES AND FEES

Contractor shall perform as -needed horizontal construction management and inspection services in accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed upon billing rates for services outlined in said proposal are attached hereto.

All hours billed will be paid at a straight time rate; no overtime billing allowed.

Hours billed on a non-contractor workday must receive prior authorization by city staff.

Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell phone, insurance, travel time, etc.

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FEE SCHEDULE
CPM Partners
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Nova Services

NAME TITLE HOURLY RATE
1 Alex Janecek, PE, CCM, QSD RE, Sr. Scheduler, Sr. Claims $240.00 2 Gordon Costa, PE Lead Scheduler, Claims $264.00
3 Ahmad Rafiq, PE RE, Inspector $233.00
4 Pedro Aguilar ARE, Inspector $224.00
5 Rafael Perez OE, Inspector $224.00
6 OE, Inspector $165.00
7 Wendy Casdorph Project Controls, Admin $133.00
8 Ylonda Miles Admin / Document Control $120.00
9 Ryan Priestman, PMP Scheduler, Claims Support $181.00 10 Mellissa Leyendecker OE,Admin $134.00
11 Erick Strickland Constructability Reviewer $212.00
12 Sub-Consultants

NAME/FIRM TITLE HOURLY RATE
1 Gannett Fleming, Inc. Attached
2 Kleinfelder Construction Svcs Attached
3 La Salle Solutions Attached
4 New City Consulting Attached
5 NOVA Services Attached
Expenses
DESCRIPTION COST % MARKUP
1 n/a
2 3
4 5
Exhibit B - Rate Schedule
CPM Partners, Inc
Agustin Salinas, PE
PSA25-3811CMI - Exhibit "A" (Cont.)
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City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Gannett Fleming Revision 01

NAME TITLE HOURLY RATE
1 David Toschak (GAN) Resident Engineer $216.62
2 David Cooper (GAN) Resident Engineer $281.86
3 *Mike Broadwater (GAN) SWPPP Inspector $232.95
4 *John Tonarely (GAN) Inspector $232.95
5 *David Shepherd (GAN) Inspector $199.94
6 Rhodie Lumanog (GAN) Labor Compliance $145.26
7 Jim Gallego (GAN) Scheduler $240.00
9 10
11 12
Sub-Consultants

NAME/FIRM

TITLE HOURLY RATE
1 2
3 4
5 Expenses

DESCRIPTION
COST % MARKUP
1 Vehicle $1,242.62 0%
2 3
4 5
Night work and Overtime will be billed at a pro-rata adjusted rate.

Exhibit B - Rate Schedule
* Denotes employees/classifications that are subject to CA prevailing wage. Rates above are day-shift straight-time rates.

PSA25-3811CMI - Exhibit "A" (Cont.)
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Kleinfelder Construction Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Kleinfelder Construction Services

NAME TITLE HOURLY RATE
1 Matt Burris, PE, QSD (KCS) Resident Engineer $208.00
2 James Foote (KCS) ARE/Inspector $199.00
3 Claire Fetros (KCS) ARE/Inspector $199.00
4 Brian O’Dell, EIT (KCS) ARE/Inspector $199.00
5 Joe Massie (KCS) ARE/Inspector $199.00
6 Mark Plotnikiewicz, PE, QSD (KCSSenior Scheduler $260.00 7 Sub-Consultants

NAME/FIRM TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION COST % MARKUP
1 Field Vehicle $1485/Month 0%
2 3
4 5
Exhibit B - Rate Schedule
Fee Schedule
PSA25-3811CMI - Exhibit "A" (Cont.)
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La Salle Solutions LLC
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
La Salle Solutions

NAME TITLE HOURLY RATE
1 Enrique Castaneda CM/RE $235.00
2 Samuel Virgil CM/RE $235.00
3 Robin Wollen Construction Inspector $235.00
4 5
6 7
8 9
10 11
12 Sub-Consultants

NAME/FIRM TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION COST % MARKUP
1 Mileage per IRS rate
2 3
4 5
Exhibit B - Rate Schedule
Fee Schedule
PSA25-3811CMI - Exhibit "A" (Cont.)
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New City Consulting
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
New City Consulting

NAME TITLE HOURLY RATE
1 Patrick Nolan (NEW) Senior Construction Manager $233.00 2 Matthew Horak (NEW) Construction Manager $198.00
3 Mark Brunelle (NEW) Senior Construction Inspector $185.00 4 Lisa Brennan (NEW) Assistant Construction Manager $166.00 5 Jessica Poorman (NEW) Certified Payroll Compliance $130.00 6 7
8 9
10 11
12 Sub-Consultants

NAME/FIRM TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION COST % MARKUP
1 2
3 4
5 Exhibit B - Rate Schedule
Fee Schedule
PSA25-3811CMI - Exhibit "A" (Cont.)
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Nova Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Nova Services

NAME TITLE HOURLY RATE
1 Tom Canady (Nova) Principal Engineer $240.00
2 Adam Greening (Nova) Laboratory Manager $110.00
3 Simon Sayavanh (Nova) Special Inspector $142.00
4 Morgan Lamb (Nova) Special Inspector $142.00
5 Steve Hamlin (Nova) Field Technician $140.00
6 Brian Steinhauser (Nova) Field Technician $140.00
7 8
9 10
11 12
Sub-Consultants

NAME/FIRM TITLE HOURLY RATE
1 2
3 4
Expenses
DESCRIPTION COST % MARKUP
1 Monthly MetaField Reporting $425/month 0%
2 Coring Two Man Crew $345/hour 0%
3 4
5 Exhibit B - Rate Schedule
Fee Schedule
PSA25-3811CMI - Exhibit "A" (Cont.)
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION

MANAGEMENT AND INSPECTION
KLEINFELDER CONSTRUCTION SERVICES, INC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of ___________________, 202 5, but effective August 18, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City"), and Kleinfelder Construction Services, Inc. a California corporation ("Contractor").

RECITALS
A. City requires the professional services of a consultant that is experienced in construction management and inspection for horizontal projects.

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

C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management and inspection.

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.

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6. PUBLIC WORKS

6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this 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.

7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’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. Contractor is required to create a free web -based Procore user account(s) and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City Docusign Envelope ID: 8A8FEB75-E036-4581-90CC-FD44B6C55D25 June 24, 2025
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It is recommended that Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on -site individual to provide real -time access to current posted drawings, specifications, requests for information, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project managemen t does not relieve 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, unemploy ment 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.

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 Docusign Envelope ID: 8A8FEB75-E036-4581-90CC-FD44B6C55D25 June 24, 2025
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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 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.

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

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13.1.2 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.

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

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

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

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

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

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 Jennifer Chapman Name Mark Plotnikiewicz
Title Senior Contract Administrator Title PE, QSD
Dept Public Works/CM&I Address 5761 Copley Drive, Suite 100 CITY OF CARLSBAD San Diego, CA 92111
Address 1635 Faraday Ave. Phone 858-223-8480
Carlsbad, CA 92008 Email [email protected] Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

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

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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 pro cedure will prohibit the parties from seeking remedies available to them at law.

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

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 Docusign Envelope ID: 8A8FEB75-E036-4581-90CC-FD44B6C55D25 June 24, 2025
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25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor ack nowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code 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.

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 partie s waive all provisions of law providing for a change of venue in these proceedings to any other county.

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

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

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 Docusign Envelope ID: 8A8FEB75-E036-4581-90CC-FD44B6C55D25 June 24, 2025
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CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California KLEINFELDER CONSTRUCTION SERVICES, INC., a California corporation

By: By:

(sign here) KEITH BLACKBURN, Mayor

Rich Fitterer
Vice President & Area Manager

(print name/title) ATTEST:

By: SHERRY FREISINGER, City Clerk

(sign here) By:

Director of Constituent & Clerk Services
(print name/title)

Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation , Agreement must be signed by one corporate officer from each of the following two groups:

Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer

Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney

BY: _____________________________

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EXHIBIT A

SCOPE OF SERVICES AND FEES

All hours billed will be paid at a straight time rate; no overtime billing allowed.

Hours billed on a non-contractor workday must receive prior authorization by city staff.

Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell phone, insurance, travel time, etc.

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KLEINFELDER CONSTRUCTION SERVICES BILLING RATES

CITY OF CARLSBAD

AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (NON-PREVAILING WAGE)
Field Staffing Position Straight Time
($/Hr Range)
Project Manager $273
Safety Inspector $263
Construction Manager $264
Schedule Engineer $273
Resident Engineer $220 - $242
Senior Inspector – Non PW $195 - $220
Wastewater Senior Inspector – Non PW $195 - $220
Office Engineer $155 - $180
Structures Representative $205 - $225
(PREVAILING WAGE)
Field Staffing Position Straight Time
Safety Inspector – PW $263
Senior Inspector – PW $199 - $225
Structures Inspector – PW $199 - $225
Wastewater Senior Inspector – PW $199 - $225
Hourly charges include provisions for normal overhead costs such as fringe benefits, insurance, clerical services, equipment, normal supplies and materials. Field personnel are equiped with work trucks, cell phone/radios, laptop computers and basic tools. All other direct costs shall be reimbursed at a rate of costs plus 10%.

Mileage costs for construction managers and inspectors are included in our hourly rate, and we will not be billing separately for mileage expenses for work performed in those classifications.

Also, all equipment, cell phones, laptops, insurance, and vehicle charges are included in the hourly rates as well, for all classifications.

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1. Alex Janecek, PE, CCM, QSD RE, Sr. Scheduler, Sr. Claims $252.00

2. Gordon Costa, PE Lead Scheduler, Claims $277.20

3. Ahmad Rafiq, PE RE, Inspector $244.65

4. Pedro Aguilar ARE, Inspector $235.20

5. Rafael Perez OE, Inspector $235.20

6. Agusting Salinas, PE OE, Inspector $173.25

7. Wendy Casdorph Project Controls, Admin $139.65

8. Ylonda Miles Admin / Document Control $126.00

9. Ryan Priestman, PMP Scheduler, Claims Support $190.05

10. Mellissa Leyendecker OE,Admin $140.70

11. Erick Strickland Constructability Reviewer $222.60
Note: The rates for CPM partners include a 5% subconsultant markup

SUB-CONSULTANTS
Firm Name: CPM Partners
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION VALLEY CM, INC. D.B.A. VALLEY CONSTRUCTION MANAGEMENT
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of ___________________, 20 25, but effective August 18, 2025, by and between the City of Carlsbad , California, a municipal corporation ( "City"), and Valley CM, Inc., a California corporation d.b.a. Valley Construction Management ("Contractor").

RECITALS
A. City requires the professional services of a consultant that is experienced in construction management and inspection for horizontal projects.

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

C. Contractor has the necessary experience in providing professional services and advice related to as-needed horizontal construction management and inspection.

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.

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Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, 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 b ased upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

6. PUBLIC WORKS

6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.

7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize City’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. Contractor is required to create a free web -based Procore user account(s) and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City Docusign Envelope ID: 919A5B5E-BBD2-4863-B444-B0D47BD3BC40 June 24, 2025
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It is recommended that Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on -site individual to provide real -time access to current posted drawings, specifications, requests for information, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project managemen t does not relieve Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.

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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 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 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.

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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.