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 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 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.
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 Dan Ferguson
Title Senior Contract Administrator Title Field Services Manager Dept Public Works/CM&I Address 9085 Aero Drive Ste B
CITY OF CARLSBAD San Diego, CA 92123
Address 1635 Faraday Ave. Phone 858-531-9777
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times 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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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 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 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 Docusign Envelope ID: 5F64D9C2-A94A-4083-96A0-7F0A1BEB52FC 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 information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative de barment 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.
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 Docusign Envelope ID: 5F64D9C2-A94A-4083-96A0-7F0A1BEB52FC 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.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Atlas Technical Consultants LLC, a Delaware limited liability company
By: By:
(sign here) KEITH BLACKBURN, Mayor
Yashar Hooshvar, Hub Leader
(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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PSA25-3814CMI
EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as -needed materials testing services in accordance with the City’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City will normally schedule work on a prior day basis. The firm’s technical shall be onsite within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and tasks. Costs incurred by the City due to time del ays created by the materials testing firm shall be at the expense of said firm. The City will make every effort to coordinate work to allow use of a single technician, but is under no obligation to do so. The City may schedule or reschedule work on a same day basis if a technician is available. The City will not be held liable for any test cancellation that occurred at least two (2) hours prior to the scheduled time. The City will only pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform the test , the report, pickup and drop off.
Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City.
Compaction test reports will be made available in the field at the time of testing where sampling for maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same day for asphalt concrete. When proctors for maxim um densities are not available on the day of testing, compaction test results shall be available no later than the next day. Con tractor will prepare and submit a formal report as soon as that segment of work is completed or when otherwise requested by the City.
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 $190
$250
$250
$215
$215
$190
$190
$142
$142
$142
$142
$142
$146
$146
$146
Professional (Engineering, Geology)
Director/Principal Professional $250
Senior Professional $215
Project Professional $190
Staff Professional $160
Drafter Level II $120
Drafter Level I $110
Project Management
Senior Project Manager $210
Project Manager $190
Project Controller $95
Field Services (Geotechnical, Special Inspection)
Field Supervisor $190
Off Site Inspector $146
Laboratory Technician $100
Group 1 (Field Soils, Material Tester) $142
Group 2 (Special Inspection) $146
Group 3 (NDT Testing) $149
Group 4 (Coring) $140
NACE Inspector $175
Travel, Equipment, and Miscellaneous
Sample Pick Up $100/hour
Vehicle/Truck $100/day
Nuclear Gauge $50/day
Torque Wrench $50/day
Pull Testing $75/day
Air Meter $50/day
NDT Equipment $60/day
Coring Equipment $95/day
Travel Time
Overtime and Saturday Rate
Sunday and Nationally Recognized Holiday Rate
Rush Surcharge
Per Diem (variable, depending on location)
Specialty Equipment Surcharge
MASTER AGREEMENT RATE SCHEDULE
STAFF
Daniel Ferguson
PROFESSIONAL SERVICES
Hourly Rate
1.5 x Regular Hourly Rate
2 x Regular Hourly Rate
Normal Rate Plus 50%
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Peter SteinGillette
Ismael Gonzalez
Chris Castaneda
Nate Bachour
Sam Carbajal
Austin Hill
Daniel Broyles
Chad Bartley
Anthony Strewart
Raul Tena
Senior Professional
Erick Aldrich
Morteza Mirshekari
Dale Bodman
Bryan Rall
Special Inspector
TITLE HOURLY RATE
Field Technician
Field Technician
Field Technician
Special Inspector
Special Inspector
Senior Geologist
Director of Lab Services
Field Services Manager
Field Technician
Field Technician
Project Manager
Principal Engineer
Senior Professional
FEE SCHEDULE
CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3 1 PSA25-3814CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 Soil and Aggregate
California Bearing Ratio (ASTM D854) $515
California Impact (Cal 216) $255
Clay Lumps in Aggregate (ASTM C142) $185
Cleanness Value (Cal 227) $245
Compressive Strength of Rock Core (ASTM D7012) $320
Consolidation (ASTM D2435) $245
Corrosivity Testing (Soluble Chlorides and Sulfates, pH and Resistivity) $230 Crushed Particles (Cal 205, ASTM D5821) $185
Direct Shear (ASTM D3080) $320
Durability Factor (Cal 229, ASTM D3744) $120
Durability Index (Cal 229, ASTM D3744) $275
Expansion Index (ASTM D4829) $220
Fine Aggregate Angularity (AASHTO T304) $245
Fineness Modulus (ASTM C136) $35
Flat & Elongated Pieces (ASTM D4791) $215
Light Weight Pieces (ASTM C123) $125
Liquid Limit (Cal 204, ASTM D4318) $95
Los Angeles Abrasion (Cal 211, ASTM C131) $275
Maximum Density Check Point (ASTM D698/D1557) $110
Maximum Density/Optimum Moisture – 4 inch (ASTM D698, D1557) $245 Maximum Density/Optimum Moisture – 6 inch (ASTM D698, D1557) $270 Minimum Density (ASTM D1556) $95
Moisture Content (Cal 226, ASTM C566, ASTM D2216) $45
Natural Density Chunk Sample (ASTM D2937) $55
Natural Moisture/Density Ring or Core Sample (ASTM D2937) $50 One-Dimensional Swell or Collapse of Soils – per point (ASTM D4546) $235 Organic Impurities (Cal 213, ASTM C40) $115
Organic Matter (ASTM D2974) $95
Percent Finer than #200 (ASTM C117, ASTM D1140) $90
Permeability Remold Sample (ASTM D2434) $245
Permeability Remold Sample (ASTM D5084)
Permeability Undisturbed Sample (ASTM D5084)
Petrographic Analysis (Cal 215, ASTM C295)
pH & Resistivity (Cal 643, ASTM G51) $155
Plasticity Index (Cal 204, ASTM 4318) $160
Potential Reactivity (ASTM C289) $270
Residual Shear (ASTM D6467) $545
Rock Correction (ASTM D4718) $35
R-Value (Cal 301, ASTM D2844) $340
Sand Castle Test (USACE) $240
Sand Equivalent (Cal 217, ASTM D2419) $110
Sieve Analysis (ASTM C136, ASTM D6913, Cal 202) $135
Sieve Analysis with Hydrometer (Cal 203, ASTM D422) $245 Soil Cement Compression Strength (Cal 312, ASTM D1633) $65 Soil Cement Cylinder Fabrication (Cal 312, ASTM D1632) $125 Soil Cement Mixtures, Wetting and Drying (ASTM D559) $1,400 Soluble Chlorides (Cal 422) $80
Soluble Sulfate (Cal 417) $80
Soundness 5 Cycles (Cal 214, ASTM C88) $260
Specific Gravity Coarse Aggregate (Cal 206, ASTM C127) $145 Quote
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LABORATORY TESTS
CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3
FEE SCHEDULE
2 PSA25-3814CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 Soil and Aggregate Continued
Specific Gravity Fine Aggregate (Cal 207, ASTM C128) $145 Thermal Resistivity of Soils (remolded sample) (IEEE 422) $1,285 Triaxial Shear Consolidated – Undrained (ASTM D4767)
Triaxial Shear Unconsolidated – Undrained (ASTM D2850)
Triaxial Staged Consolidated – Undrained (ASTM D4767)
Triaxial Staged Unconsolidated – Undrained (ASTM D2850) Unconfined Compression (ASTM D2166) $200
Unit Weight Aggregate (Cal 212, ASTM C29) $100
Asphalt Concrete
Asphalt Core Specific Gravity (Cal 308, ASTM D2726) $85 Asphalt Core Specific Gravity Waxed (Cal 308, ASTM D1188) $105 Emulsion Content (CTM 382) $220
Film Stripping (Cal 302)
Gyratory Compacted Maximum Specific Gravity (AASHTO T312) $430 Hamburg Wheel Plant Produced HMA (AASHTO T324/Caltrans Section 39) $1,105 Hveem Maximum Bulk Specific Gravity (Cal 308) $370
Hveem & Stabilometer Value (Cal 366) $490
Ignition Oven Correction Factor (AASHTO T308) $310
Ignition Oven Degradation Factor (AASHTO T308) $310
Marshall Density Stability & Flow (ASTM D6927) $490
Marshall Density (ASTM D6926) $370
Moisture Content of Asphalt Mixtures Using Microwave (Cal 370) $65 Moisture Vapor Susceptibility (Cal 307)
Optimum Bitumen Content (AASHTO R35/Cal 367) $3,750
Percent Bitumen Asphaltic Concrete (Cal 382, ASTM D6307) $220 Residue by Evaporation (Cal 331) $220
Rice Maximum Theoretical Specific Gravity AC (Cal 309, ASTM D2041) $165 Sieve Analysis Extracted Aggregate (Cal 382, ASTM D5444) $115 Stability and Flow (ASTM D1559) $430
Stabilometer Value (Cal 366) $430
Tensile Strength Ratio Plant Produced HMA (AASHTO T283) $1,105 Wet Track Abrasion (ASTM D3910) $230
Concrete
2X2 Cube Compression $35
Chloride Ion Testing (ASTM C1218) $270
Concrete Core Compression (ASTM C42) $75
Concrete Cylinder Compression (Cal 521, ASTM C39) $35
Flex Beam Modulus of Rupture (Cal 523, ASTM C78) $95
Modulus of Elasticity (Cal 522, ASTM C469) $320
Shotcrete Mockup Panel (ASTM C1140) $1,275
Shotcrete Panel, 3 Cores Compression (CBC) $360
Shrinkage Hardened Concrete (ASTM C157 Modified) $455
Split Tensile Concrete Cylinder (ASTM C496) $95
Time of Set (ASTM C403) $245
Trial Batch Fabrication (ASTM C192) $375
Unit Weight Hardened Concrete (ASTM C642) $70
Unit Weight Lightweight Concrete (ASTM C567) $90
Masonry
Absorption Block (ASTM C140) $145
Compression Adobe $195
Compression Block Standard (ASTM C140) $185
Compression Brick (ASTM C67) $145
Efflorescence Block $215
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CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3
FEE SCHEDULE
3 PSA25-3814CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 Masonry Continued
Efflorescence Brick (ASTM C67) $215
Grout Prism Compression (ASTM C1019) $35
Masonry Core Compression (ASTM C42) $65
Masonry Core Shear (CBC 2105A.4) $120
Masonry Prism Compression (ASTM E447) $185
Modulus of Elasticity (Masonry Prism) $310
Mortar Bond Strength Pull Test (ASTM C482) $80
Mortar Cylinder Compression $35
Mortar Shear Strength (ANSI 118) $125
Relative Mortar Strength (Cal 515) $1,045
Shrinkage Masonry Block (ASTM C426) $310
Trial Grout Prisms (ASTM C942) $50
Water Retention and Air Content (ASTM C270) $675
Metal
Bolt Assembly Hardness Test $95
Bolt Assembly Tensile & Proof Load Test $155
Chemical Analysis $235
Modulus of Elasticity (Steel) $320
Post-Tension Tendon Tensile Testing $230
Tensile Strength & Bend Test Structural Steel (ASTM A370) $235 Tensile Strength & Bend Test Reinforcing Steel (ASTM A615/A706) $155 Tensile Strength #14 to #18 Bar (ASTM A615)
Tensile Strength Mechanical Splices #9 and Smaller (Cal 670) Tensile Strength Mechanical Splices #10 to #14 (Cal 670) Tensile Strength Mechanical Splices #18 (Cal 670)
Miscellaneous
Fireproofing Density Test (ASTM E605) $100
Fiber Reinforced Polymer Tensile (ASTM D3039) $705
Material Preparation $105
SFRM Adhesion/Cohesion Kit $55
Relative Humidity Test (ASTM F2170) $100/kit
Concrete Vapor Emission Kits (ASTM F1869) $90/kit
Miscellaneous Charges
Default Expense
Various
Various
Quote
Quote
Quote
Quote
CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3
FEE SCHEDULE
4 PSA25-3814CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES
NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City"), and Ninyo & Moore Geotechnical & Environmental Sciences Consultants, a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in materials testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed materials testing.
D. Contractor has submitted a proposal to 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 as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts of a year
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 PSA25-3816CMI
W
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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.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred thousand dollars ($600,000) per Agreement year. If the City 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-
. Payment terms are Net 30 unless otherwise provided or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, 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
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in 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 City (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 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 projects. 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 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 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 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 the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation c may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 June 24, 2025
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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 attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or - 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 employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will 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 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.
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
13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements.
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14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered 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 Jeffrey T. Kent
Title Senior Contract Administrator Title Principal Engineer Dept Public Works/CM&I Address 5710 Ruffin Road
CITY OF CARLSBAD San Diego, CA 92123
Address 1635 Faraday Ave. Phone 858-576-1000
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and 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 -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 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 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 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 attorneys 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.
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 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 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.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California NINYO & MOORE GEOTECHNICAL &
ENVIRONMENTAL SCIENCES CONSULTANTS, a
California corporation
By: By:
(sign here) KEITH BLACKBURN, Mayor
Avram Ninyo, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Elaine Autus, Secretary Director of Constituent & Clerk Services (print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as-needed materials testing services in accordance with the C Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City
(15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and tasks. Costs incurred by the City due to time delays created by the materials testing firm shall be at the expense of said firm. The City will make every effort to coordinate work to allow use of a single technician, but is under no obligation to do so. The City may schedule or reschedule work on a same day basis if a technician is available. The City will not be held liable for any test cancellation that occurred at least two (2) hours prior to the scheduled time. The City will only pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off.
Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City.
Compaction test reports will be made available in the field at the time of testing where sampling for maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same day for asphalt concrete. When proctors for maximum densities are not available on the day of testing, compaction test results shall be available no later than the next day. Contractor will prepare and submit a formal report as soon as that segment of work is completed or when otherwise requested by the City.
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PROFESSIONAL STAFF
$1951
$1902
$1853
$1754
$1505
$1456
$1257
$1038
FIELD STAFF
$1859
$12510
$14511
$14012
$14013
Senior Technician $14014
Technician $13515
ADMINISTRATIVE STAFF
$8516
$8017
$7518
PSA25-3816CMI; Exhibit "A" (cont.)
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OTHER CHARGES
$230/hr
$230/hr
$200/hr
$110/hr
$85/hr
$25/hr
Vapor Emission Kit $70/kit
$12/hr
$75/hr
$30/hr
$15/hr
$15/hr
$450/hr
PSA25-3816CMI; Exhibit "A" (cont.)
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Schedule of Fees for Laboratory Testing
SOILS CONCRETE
Atterberg Limits, D 4318, CT 204 .............................................................. $ 170 Compression Tests, 6x12 Cylinder, C 39 ................................................... $ 35 California Bearing Ratio (CBR), D 1883 .................................................... $ 550 Concrete Mix Design Review, Job Spec ..................................................... $ 300 Chloride and Sulfate Content, CT 417 & CT 422 ..................................... $ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI ............................... $ 850 Consolidation, D 2435, CT 219 .................................................................. $ 300 Concrete Cores, Compression (excludes sampling), C 42 ....................... $ 120 Consolidation, Hydro-Collapse only, D 2435 ............................................ $ 150 Drying Shrinkage, C 157 .............................................................................. $ 400 Consolidation – Time Rate, D 2435, CT 219 ............................................ $ 200 Flexural Test, C 78 ....................................................................................... $ 85 Direct Shear – Remolded, D 3080 ............................................................ $ 350 Flexural Test, C 293 ..................................................................................... $ 85 Direct Shear – Undisturbed, D 3080 ......................................................... $ 300 Flexural Test, CT 523 ................................................................................... $ 95 Durability Index, CT 229 ............................................................................. $ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI ................ $ 275 Expansion Index, D 4829, IBC 18-3 .......................................................... $ 190 Lightweight Concrete Fill, Compression, C 495 ......................................... $ 80 Expansion Potential (Method A), D 4546 .................................................. $ 170 Petrographic Analysis, C 856 ...................................................................... $ 2,000 Geofabric Tensile and Elongation Test, D 4632 ....................................... $ 200 Restrained Expansion of Shrinkage Compensation .................................. $ 450 Hydraulic Conductivity, D 5084 .................................................................. $ 350 Splitting Tensile Strength, C 496 ................................................................. $ 100 Hydrometer Analysis, D 6913, CT 203...................................................... $ 220 3x6 Grout, (CLSM), C 39 ............................................................................. $ 55 Moisture, Ash, & Organic Matter of Peat/Organic Soils ........................... $ 120 2x2x2 Non-Shrink Grout, C 109 ................................................................. $ 55 Moisture Only, D 2216, CT 226 ................................................................. $ 35 Moisture and Density, D 2937 ................................................................... $ 45 ASPHALT Permeability, CH, D 2434, CT 220 ............................................................ $ 300 Air Voids, T 269 ............................................................................................ $ 85 pH and Resistivity, CT 643......................................................................... $ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) ............................. $ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T-180 ........................ $ 220 Asphalt Mix Design Review, Job Spec ....................................................... $ 180 Proctor Density with Rock Correction D 1557 .......................................... $ 340 Dust Proportioning, CT LP-4 ........................................................................ $ 85 R-value, D 2844, CT 301 ........................................................................... $ 375 Extraction, % Asphalt, including Gradation, D 2172, CT 382 .................... $ 250 Sand Equivalent, D 2419, CT 217 ............................................................. $ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382 ........................ $ 150 Sieve Analysis, D 6913, CT 202 ................................................................ $ 145 Film Stripping, CT 302 .................................................................................. $ 120 Sieve Analysis, 200 Wash, D 1140, CT 202 ............................................. $ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 ......................... $ 225 Specific Gravity, D 854 ............................................................................... $ 125 Marshall Stability, Flow and Unit Weight, T 245 ......................................... $ 240 Thermal Resistivity (ASTM 5334, IEEE 442) ............................................ $ 925 Maximum Theoretical Unit Weight, D 2041, CT 309 .................................. $ 150 Triaxial Shear, C.D, D 4767, T 297 ........................................................... $ 550 Moisture Content, CT 370 ............................................................................ $ 95 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt ................ $ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 ............. $ 1,000 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt ........................$ 350 Slurry Wet Track Abrasion, D 3910 ............................................................. $ 150 Triaxial Shear, U.U., D 2850 ...................................................................... $ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) .................. $ 4,900 Unconfined Compression, D 2166, T 208 ................................................. $ 180 Superpave, Gyratory Unit Wt., T 312 .......................................................... $ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324 ................................. $ 1,000 MASONRY Unit Weight sample or core, D 2726, CT 308 ............................................. $ 100 Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 ............ $ 70 Voids in Mineral Aggregate, (VMA) CT LP-2 .............................................. $ 90 Brick Compression Test, C 67 ................................................................... $ 55 Voids filled with Asphalt, (VFA) CT LP-3 .................................................... $ 90 Brick Efflorescence, C 67 ........................................................................... $ 55 Wax Density, D 1188 ................................................................................... $ 140 Brick Modulus of Rupture, C 67 ................................................................. $ 50 Brick Moisture as received, C 67 ............................................................... $ 45 AGGREGATES Brick Saturation Coefficient, C 67 .............................................................. $ 60 Clay Lumps and Friable Particles, C 142 .................................................... $ 180 Concrete Block Compression Test, 8x8x16, C 140 ................................. $ 70 Cleanness Value, CT 227 ............................................................................ $ 180 Concrete Block Conformance Package, C 90 .......................................... $ 500 Crushed Particles, CT 205 ........................................................................... $ 175 Concrete Block Linear Shrinkage, C 426 .................................................. $ 200 Durability, Coarse or Fine, CT 229 .............................................................. $ 205 Concrete Block Unit Weight and Absorption, C 140 ................................ $ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 ....................... $ 180 Cores, Compression or Shear Bond, CA Code ........................................ $ 70 Flat and Elongated Particle, D 4791 ............................................................ $ 220 Masonry Grout, 3x3x6 prism compression, C 39 ..................................... $ 45 Lightweight Particles, C 123 ........................................................................ $ 180 Masonry Mortar, 2x2 cube compression, C 109 ....................................... $ 35 Los Angeles Abrasion, C 131 or C 535 ....................................................... $ 200 Masonry Prism, half size, compression, C 1019 ...................................... $ 120 Material Finer than No. 200 Sieve by Washing, C 117 .............................. $ 90 Masonry Prism, Full size, compression, C 1019 ...................................... $ 200 Organic Impurities, C 40 .............................................................................. $ 90 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 ............... $ 1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 .................... $ 950 Chemical Analysis, A 36, A 615................................................................. $ 135 Potential Reactivity of Aggregate (Chemical Method), C 289 ................... $ 475 Fireproofing Density Test, UBC 7-6........................................................... $ 90 Sand Equivalent, T 176, CT 217 ................................................................. $ 125 Hardness Test, Rockwell, A 370 ............................................................... $ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136 ........................................ $ 120 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136................. $ 145 per assembly, A 325 ............................................................................. $ 150 Sodium Sulfate Soundness, C 88 ............................................................... $ 450 Mechanically Spliced Reinforcing Tensile Test, ACI ................................ $ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206 ......................... $ 115 Pre-Stress Strand (7 wire), A 416 .............................................................. $ 170 Specific Gravity and Absorption, Fine, C 128, CT 207 .............................. $ 175 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706...................... $ 75 Structural Steel Tensile Test: Up to 200,000 lbs., A 370 ......................... $ 90 ROOFING Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI ....................... $ 80 Roofing Tile Absorption, (set of 5), C 67 ..................................................... $ 250 Roofing Tile Strength Test, (set of 5), C 67 ................................................ $ 250 Special preparation of standard test specimens will be charged at the technician’s hourly rate.
Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures. 4 PSA25-3816CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES NV5, 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 NV5, Inc., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in materials testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed materials testing.
D. Contractor has submitted a proposal to 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 area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The 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 Attachment X
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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 six hundred thousand dollars ($600,000) 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 Code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in 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 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: 6B90052A-23FD-48E4-888B-56ED69CE815F 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 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.
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, 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.
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 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 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 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.
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 Shafiq Popalzai
Title Senior Contract Administrator Title Vice President Dept Public Works/CM&I Address 15092 Avenue of Science, Ste. 200 CITY OF CARLSBAD San Diego, CA 92128
Address 1635 Faraday Ave. Phone 858-385-0500
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times 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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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 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 delive red 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.
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: 6B90052A-23FD-48E4-888B-56ED69CE815F 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 information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative de barment 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.
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 Docusign Envelope ID: 6B90052A-23FD-48E4-888B-56ED69CE815F 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.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California NV5, INC., a California corporation By: By:
(sign here) KEITH BLACKBURN, Mayor
Shafiq Popalzai, Vice President of
Conformity Assessment Solutions
(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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PSA25-3815CMI
EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as -needed materials testing services in accordance with the City’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City will normally schedule work on a prior day basis. The firm’s technical shall be onsite within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and tasks. Costs incurred by the City due to time del ays created by the materials testing firm shall be at the expense of said firm. The City will make every effort to coordinate work to allow use of a single technician, but is under no obligation to do so. The City may schedule or reschedule work on a same day basis if a technician is available. The City will not be held liable for any test cancellation that occurred at least two (2) hours prior to the scheduled time. The City will only pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off.
Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City.
Compaction test reports will be made available in the field at the time of testing where sampling for maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same day for asphalt concrete. When proctors for maxim um densities are not available on the day of testing, compaction test results shall be available no later than the next day. Contractor will prepare and submit a formal report as soon as that segment of work is completed or when otherwise requested by the City.
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FEE SCHEDULE
PPROFESSIONAL SSTAFF
Personnel
Senior Principal Engineer / Geologist $245.00/hr.
Principal Engineer / Geologist $225.00/hr.
Associate Engineer / Geologist $205.00/hr.
Senior Engineer / Geologist $185.00/hr.
Project Engineer / Geologist $155.00/hr.
Senior Staff Engineer / Geologist $135.00/hr.
Staff Engineer / Geologist $120.00/hr.
Senior Project Manager $170.00/hr.
Project Manager $150.00/hr.
Field Supervisor $150.00/hr.
Administration Staff $75.00/hr.
FFIELD STAFF
Prevailing Wage
Soil / ACI Technician I $.00 /hr.
-V e h i c l e C h a r g e /day
-E q u i p m e n t C h a r g e /hour
ICC Special Inspector I (Concrete, Masonry, Steel, Bolt, Fireproofing) $.00 /hr.
Certified Welding Inspector I $1ϳϱ.00 /hr.
NDT Technician $1ϳϬ.00 /hr.
Laboratory Technician $80.00 /hr.
Ground Penetrating Radar (Technician and Equipment) $198.00 /hr.
Coring Equipment Fee $70.00 /hr.
Torque/Pull Testing (Technician and Equipment) $130.00 /hr. "Wildcat”, 35-lb hammer Dynamic Cone Penetrometer (DCP) with tech $400.00 /hr.
Lightweight 5-lb Gas Dynamic Cone Penetrometer (DCP) equip with tech $180.00 /hr.
Seismic Refraction Survey Using Geode 24-Channel Seismodule $3,150.00 Fall of Potential Ground Testing (Ground Rod Test) - Initial Test $975.00 Fall of Potential Ground Testing (Ground Rod Test) - Subsequent Test $585.00 Pick-Up /hr.
LLABORATORY FFEE SSCHEDULE
AAsspphhaalltt CCoonnccrreettee
Asphalt Mix Design Review $375.00/ea.
Hveem Stability $215.00/ea.
Hveem Unit Weight Sample Requiring Compaction $200.00/ea.
Marshall Stability, Flow & Unit Weight 210.00/ea. (per test specimen) Maximum Theoretical Unit Weight (Rice) $210.00/ea.
Extraction - Ignition Oven (including gradation) $245.00/ea.
Percent Swell $160.00/ea.
Unit Wt Compacted Sample (Specific Gravity) $95.00/ea.
AAggggrreeggaatteess
Absorption Test, Coarse Aggregate $54.00/ea.
&LW\RI&DUOVEDG_0DVWHU6HUYLFHV$JUHHPHQWIRU%JTDJQMJOF/P 19_2 Inc.
Inc.
Inc.
PSA25-3815CMI; Exhibit "A" (cont.)
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FEE SCHEDULE
LLABORATORY FFEE SSCHEDULE ((CONTINUED)
Absorption Test, Fine Aggregate $54.00/ea.
Clay Lumps & Friable Particles $135.00/ea.
Cleanness Value $160.00/ea.
Crushed Particles, Percent $205.00/ea.
Durability Index, Coarse Aggregate $130.00/ea.
Durability Index, Fine Aggregate $130.00/ea.
Abrasion Resistance by LA Rattler $205.00/ea.
Organic Impurities in Sand $80.00/ea.
Sieve Analysis Coarse Aggregate $100.00/ea.
Sieve Analysis Coarse & Fine Aggregate (includes Wash) $140.00/ea.
Sodium Sulfate Soundness (5 cycle test per primary size) $390.00/ea.
Specific Gravity, Fine Aggregate $95.00/ea.
Specific Gravity, Coarse Aggregate $85.00/ea.
Unit Weight (per cubic foot) Voids in Aggregate $75.00/ea.
Rock Core (Compressive Strength) $95.00/ea.
SSttrruuccttuurraall//RReeiinnffoorrcciinngg SStteeeell Headed Rebar Tensile Test - No. 8 Bar and Smaller < $115.00/ea.
Headed Rebar Tensile Test - No. 9 Bar to No. 11 $140.00/ea.
H. S. Bolt Conformance– Bolt, Nut & Washer (DSA) $480.00/ea.
Mechanically Spliced Reinforcing Steel - No. 8 Bar and Smaller < $200.00/ea.
Mechanically Spliced Reinforcing Steel - No. 9 Bar to No. 11 $215.00/ea.
Mechanically Spliced Reinforcing Steel - No. 14 $235.00/ea.
Mechanically Spliced Reinforcing Steel - Slippage $42.00/ea.
Mechanical Tests, Hardness Test, Rockwell $118.00/ea.
Prestressed Steel, Tensile Test, Strand (7-wire Coated) $235.00/ea.
Prestressed Steel, Tensile Test, Strand (7-wire Uncoated) $275.00/ea.
Reinforcing Steel, Tensile Test – No. 8 Bar and Smaller < $95.00/ea.
Reinforcing Steel, Tensile Test – No. 9 Bar to No. 11 $108.00/ea.
Reinforcing Steel, Tensile Test – No. 11 Bar and Greater > Quote Reinforcing Steel, Bend Test $75.00/ea.
Spray-applied Fireproofing Density Tests $110.00/ea.
Structural Steel, Tensile – Up to 200,000 lbs. $160.00/ea.
Structural Steel, Bend Test $105.00/ea.
Welded Specimens, Tensile Test $135.00/ea.
Chemical Analysis Quote
Machining Costs If Required $80.00/hr.
MMasonry
Absorption Test, Brick $65.00/ea.
Compression Test, Composite Prism $185.00/ea.
Compression Test, Brick $55.00/ea.
Compression Test, Blocks $95.00/ea.
Compression Test, Cores (does not include Coring for samples) $80.00/ea.
Compression Test, Grout / Mortar $37.00/ea.
Masonry Block Conformance (Does not include shrinkage) $480.00/ea. &LW\RI&DUOVEDG_0DVWHU6HUYLFHV$JUHHPHQWIRU%JTDJQMJOF/P 19_3 PSA25-3815CMI; Exhibit "A" (cont.)
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FEE SCHEDULE
LLABORATORY FFEE SSCHEDULE ((CONTINUED)
Modulus of Rupture, Brick $55.00/ea.
Moisture as Received, Brick $55.00/ea.
Saturation Coefficient Brick $55.00/ea.
Unit Weight & Absorption, Block $80.00/ea.
Efflorescence, Block or Brick Only $80.00/ea.
Linear Shrinkage $270.00/ea.
Masonry Core Shear Test $130.00/ea.
SSooils
Soil Processing Fee (per sample) $22.00/ea.
Chloride Content of Soil $85.00/ea.
Consolidation (up to 9 loads) $295.00/ea.
Direct Shear (undisturbed ring specimens) $270.00/ea.
Direct Shear (remolded specimens) $315.00/ea.
Expansion Index $170.00/ea.
Proctor (per curve) - 4-inch mold $210.00/ea.
Proctor (per curve) - 6-inch mold $275.00/ea.
Rock Correction (if required) $75.00/ea.
Moisture Content / Dry Density $42.00/ea.
Organic Matter $80.00/ea.
Plasticity Index/Liquid Limit (Atterberg Limit) $160.00/ea.
R-value (minimum 3 points) $340.00/ea.
Resistivity & pH of Soil $180.00/ea.
Sand Equivalent $100.00/ea.
Sieve Analysis $135.00/ea.
Sieve Analysis, with Hydrometer $270.00/ea.
No. 200 Mesh Wash Particle Size Gradation $95.00/ea.
Sulfate Content of Soil $85.00/ea.
Thermal Resistivity of Soil (including 1 proctor curve) $1300.00/ea.
CConcrete
Compression Test, 4x8 Cylinder $32.00/ea.
Compression Test, 6x12 Cylinder $34.00/ea.
Compression Test Gunite / Shotcrete (3 Cores/Panel, Coring Included) $420.00/ea.
Compression Test, Core (incl sample prep) $80.00/ea.
Compression Test, Lightweight Concrete Fill $53.00/ea.
Compression Test, Non-shrink Grout Cubes $53.00/ea.
Concrete Flexural Test $95.00/ea.
Concrete Mix Design (revision or review) $375.00/ea.
Drying Shrinkage (3 specimens – 28 days) $375.00/ea.
Modulus of Elasticity, Static $270.00/ea.
Splitting Tensile Strength $105.00/ea.
Thermal Resistivity Testing of Concrete / FTB $485.00/ea.
Unit Weight, Lightweight Concrete Fill $80.00/ea.
&LW\RI&DUOVEDG_0DVWHU6HUYLFHV$JUHHPHQWIRU%JTDJQMJOF/P 19_4 PSA25-3815CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES VERDANTAS 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 Verdantas Inc., a California corporation. ("Contractor") .
RECITALS
A. City requires the professional services of a consultant that is experienced in materials testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice related to as-needed materials testing.
D. Contractor has submitted a proposal to 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 area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The 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 Attachment Y
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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 six hundred thousand dollars ($600,000) 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 Code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in 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 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: D6E720A2-52D9-4664-A1FC-1D85821A59C5 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.
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, 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.
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 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 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 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.
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 Kristen D. Williams
Title Senior Contract Administrator Title Area Leader/Vice President Dept Public Works/CM&I Address 3934 Murphy Canyon Rd., Ste. B-205 CITY OF CARLSBAD San Diego, CA 92123
Address 1635 Faraday Ave. Phone 858-292-8030
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times 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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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 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 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 Docusign Envelope ID: D6E720A2-52D9-4664-A1FC-1D85821A59C5 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 information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative de barment 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.
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 Docusign Envelope ID: D6E720A2-52D9-4664-A1FC-1D85821A59C5 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.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California VERDANTAS INC., a California corporation By: By:
(sign here) KEITH BLACKBURN, Mayor
Kristen D. Williams, Vice President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Pat Sheridan, CFO Director of Constituent & Clerk Services (print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation , Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
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PSA25-3817CMI
EXHIBIT A
SCOPE OF SERVICES AND FEES
Contractor shall perform as -needed materials testing services in accordance with the City’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City will normally schedule work on a prior day basis. The firm’s technical shall be onsite within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested tests and tasks. Costs incurred by the City due to time del ays created by the materials testing firm shall be at the expense of said firm. The City will make every effort to coordinate work to allow use of a single technician, but is under no obligation to do so. The City may schedule or reschedule work on a same day basis if a technician is available. The City will not be held liable for any test cancellation that occurred at least two (2) hours prior to the scheduled time. The City will only pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform the test, the report, pickup and drop off.
Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City.
Compaction test reports will be made available in the field at the time of testing where sampling for maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same day for asphalt concrete. When proctors for maxim um densities are not available on the day of testing, compaction test results shall be available no later than the next day. Contractor will prepare and submit a formal report as soon as that segment of work is completed or when otherwise requested by the City.
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PUBLIC WORKS – REQUEST FOR QUALIFICATIONS RFQ25-3671CMI 2025 Master Agreement Consultant Services
for Construction Management & Inspection Services
SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices
valid through initial Term of Agreement
STAFF
NAME TITLE HOURLY RATE
1. 2.
3. 4.
5. 6.
7. 8.
9. 10.
11. 12.
EXPENSES
DESCRIPTION COST % MARKUP
1. 2.
3. 4.
13. 14.
Robert Stroh, PG, CEG
Nicholas Tracy, PE, GE
Steve Norton, PE, PG
Project Manager
Quality Reviewer
Project Engineer
Roy Butz, PG, CEG Associate Geologist
Todd Schmitz, PG, CEG Senior Project Engineer
Roderick Marcia, PE Principal Materials Engineer
Matthew Vinet Lab Manager
Siegert (Lynn) Reid Field Supervisor
Aston James Field Materials Tester
Michael Colburn Field Materials Tester
Neil Carey Field Materials Tester
Louis Parrella Lab Technician
Edwin Panopio Field Materials Tester
Stacy Weimer Senior Special Inspector
$265.00
$235.00
$190.00
$235.00
$215.00
$150.00
$185.00
$115.00
$115.00
$115.00
$115.00
$115.00
$115.00
$265.00
please see the attached fee schedule and
fee sheet for testing services and
equipment
PSA25-3817CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PUBLIC WORKS – REQUEST FOR QUALIFICATIONS RFQ25-3671CMI 2025 Master Agreement Consultant Services
for Construction Management & Inspection Services
EXHIBIT B – SAMPLE MASTER AGREEMENT RATE SCHEDULE
Prices valid through initial Term of Agreement
SUB-CONSULTANTS
NAME/FIRM TITLE HOURLY RATE
1. 2.
3. 9.
10. Please see the attached fee schedules
PSA25-3817CMI; Exhibit "A" (cont.)
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2025 AMENDED BILLING RATE SCHEDULE (Verdantas West)
Professional Services Hourly Rate Support Cont’d Hourly Rate Senior Consultant I, Associate $235.00 Administrative//Technical $90.00 Senior Consultant II, Principal $265.00 Editor/ Project Coordinator I Senior Consultant III, Sr. Principal $310.00 Administrative//Technical $105.00 Project Manager $190.00 Editor/Project Coordinator II
Senior Project Manager $215.00 Operations / Laboratory Manager $185.00 Field/Lab Supervisor $150.00
Staff Engineer/Scientist/Geologist $155.00
Senior Staff Engineer/Scientist/Geologist $165.00 CAD/GIS/Data Management Hourly Rate Project Engineer/Scientist/Geologist $190.00 CAD Designer I $145.00 Senior Engineer/Scientist/Geologist $215.00 CAD Designer II $160.00 Project Designer $165.00
Support Hourly Rate Senior Project Designer $185.00
Field/Lab Technician I $90.00 CAD Technician I $125.00
Field/Lab Technician II/Special Inspector $100.00 CAD Technician II $140.00 Field/Lab Technician III/Special Inspector II $105.00 CAD Technician III $150.00 Senior Technician/Senior Special Inspector $115.00
Source Inspector $135.00 GIS Analyst I $150.00
System Operation & Maintenance Specialist $150.00 GIS Analyst II $160.00 Non-Destructive Testing (NDT) Specialist $170.00 Senior GIS Analyst $210.00 Prevailing Wage (Group 1) * $145.00 GIS Technician I $125.00 Prevailing Wage (Group 2) * $158.00 GIS Technician II $145.00 Prevailing Wage (Group 3) * $160.00
City of Los Angeles Deputy Building/ $160.00 Data Manager $165.00 Grading Inspector Senior Data Manager $185.00
PSA25-3817CMI; Exhibit "A" (cont.)
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GEOTECHNICAL LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Classification & Index Properties Soil Chemistry & Corrosivity cont’d Photograph of sample 15 Sulfate content - by ion chromatograph (CTM 417 Part 2) 85 Moisture content (ASTM D2216) 25 Sulfate screen (Hach®) 35 Moisture & density (ASTM D2937) ring samples 37 Chloride content (AASHTO T291/CTM 422) 75 Moisture & density (ASTM D2937) Shelby tube or cutting 45 pH + minimum resistivity (CTM 643) 140 Atterberg limits 3 points (ASTM D4318) 160 Chloride content – by ion chromatograph (AASHTO 85 - Single point, non-plastic 90 T291/CTM 422)
- Atterberg limits (organic ASTM D2487 / D4318) 195 Corrosion suite: minimum resistivity, sulfate, chloride, 285 - Visual classification as non-plastic (ASTM 15 pH (CTM 643) D2488) Particle size: Organic matter content (ASTM D2974) 70 - Sieve only 1½ inch to #200 (AASHTO T27/ASTM 155 Consolidation & Expansion/Swell Tests C136/ASTM D6913/CTM 202) Consolidation (ASTM D2435): 210 - Large sieve 6 inch to #200 (AASHTO T27/ASTM 195 Each additional time curve. 50 C136/ASTM D6913/CTM 202) Each additional load/unload w/o time reading 45 - Hydrometer only (ASTM D7928) 120 Expansion Index (ASTM D4829) 140 - Sieve + hydrometer ≤3 inch sieve, (ASTM D7928) 200 Relative compaction of untreated/treated soils/ 270 - Percent passing #200 sieve, wash only (ASTM D1140) 75 aggregates (CTM 216) Specific gravity and absorption of fine aggregate 140 Relative density 0.1 ft mold (ASTM D4253, D4254) 250 (AASHTO T84/ASTM C128/ASTM D854/CTM 207) California Bearing Ratio (ASTM D1883) - 3 point 535 Specific gravity and absorption of coarse aggregate 110 California Bearing Ratio (ASTM D1883) - 1 point 200 (AASHTO T85/ASTM C127/CTM 206) R-Value untreated soils/aggregates (AASHTO T190/ 335 Total porosity - on Shelby tube sample (calculated) 180 ASTM D2844/CTM 301) Total porosity - on other sample (calculated) 165 R-Value lime or cement treated soils/aggregates 365 Shrinkage limits wax method (ASTM D4943) 135 (AASHTO T190/ ASTM D2844/CTM 301) Pinhole dispersion (ASTM D4647) 225 Swell collapse Method A up to 10 load/unloads w/o 310 Total porosity - on other sample (calculated) 165 time curves (ASTM D4546-A) Dispersive characteristics (double hydrometer ASTM 215 Single load swell/collapse - Method B (ASTM 115 D4221) D4546-B, seat, load & inundate only)
As-received moisture & density (chunk/carved sample) 65 Triaxial Tests Sand Equivalent (AASHTO T176/ASTM D2419/CTM 217) 115 Unconfined compression strength of cohesive soil 145 Sieve + hydrometer ≤3-inch sieve, (ASTM D7928) 200 (with stress/strain plot, ASTM D2166) Shear Strength Unconsolidated undrained triaxial compression test 185 Pocket penetrometer 20 on cohesive soils(UU, ASTM D2850, USACE Q test, Direct shear (ASTM D3080, mod., 3 points): per confining stress) - Consolidated undrained - 0.05 inch/min (CU) 320 Consolidated undrained triaxial compression test 400 - Consolidated drained - <0.05 inch/min (CD) 385 for cohesive soils, (CU, ASTM D4767, USACE R-bar test) Residual shear EM 1110-2-1906-IXA (price per each 55 with back pressure saturation & pore water pressure additional pass after shear) measurement (per confining stress) Remolding or hand trimming of specimens (3 points) 95 Consolidated drained triaxial compression test (CD, Oriented or block hand trimming (per hour) 70 USACE S), with volume change measurement. Price Single point shear 115 per soil type below EM 1110-21906(X):
Torsional shear (ASTM D6467 / ASTM D7608) 880 - Sand or silty sand soils (per confining stress) 400 Compaction & Pavement Subgrade Tests - Silt or clayey sand soils (per confining stress) 535 Standard Proctor compaction, 4 points (ASTM D698) - Clay soils (per confining stress) 755 - 4-inch diameter mold (Methods A & B) 170 - Three-stage triaxial (sand or silty sand soils) 700 - 6-inch diameter mold (Method C) 230 - Three-stage triaxial (silt or clayey sand soils) 935 Modified Proctor compaction 4 points (ASTM D1557): - Three-stage triaxial (clay soils) 1,320 - 4-inch diameter mold Methods A & B 235 - Remolding of test specimens 70 - 6-inch diameter mold Method C 265 Hydraulic Conductivity Tests Check point (per point) 70 Triaxial permeability in flexible-wall permeameter with 335 Relative compaction of untreated/treated 270 backpressure saturation at one effective stress (EPA soils/aggregates (CTM 216) 9100/ASTM D5084, falling head Method C):
Relative density 0.1 ft mold (ASTM D4253, D4254) 250 Each additional effective stress 130 California Bearing Ratio (ASTM D1883) - 3 point 535 Hand trimming of soil samples for horizontal K 65 California Bearing Ratio (ASTM D1883) - 1 point 200 Remolding of test specimens 70 R-Value untreated soils/aggregates (AASHTO T190/ 335 Permeability of granular soils (ASTM D2434) 145 ASTM D2844/CTM 301) Soil-Cement
R-Value lime or cement treated soils/aggregates 365 Moisture-density curve for soil-cement mixtures (ASTM 260 (AASHTO T190/ ASTM D2844/CTM 301) D558)
Soil Chemistry & Corrosivity Wet-dry durability of soil-cement mixtures (ASTM D559) ¹ 1,290 pH Method A (ASTM D4972 or CTM 643) 50 Compressive strength of molded soil-cement cylinder 65 Electrical resistivity – single point – as received moisture 50 (ASTM D1633)¹ Minimum resistivity 3 moisture content points (ASTM 95 Soil-cement remolded specimen (for shear strength, 250 G187/CTM 643) consolidation, etc.) ¹
pH + minimum resistivity (CTM 643) 140 ¹Compaction (ASTM D558 maximum density) should Sulfate content - gravimetric (CTM 417 B Part 2) 75 also be performed – not included in above price PSA25-3817CMI; Exhibit "A" (cont.)
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CONSTRUCTION MATERIALS LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Concrete Strength Characteristics Aggregate Properties cont’d Concrete cylinders compression (ASTM C39) (6” x 12” 40 Flat & elongated particles in coarse aggregate (ASTM 230 and 4” x 8”) D4791/CTM 235)
Compression, concrete or masonry cores (testing only) 45 Cleanness value of coarse aggregate (CTM 227) 225 ≤6 inch (ASTM C42) Soundness, magnesium (AASHTO T104/ASTM 240 Trimming concrete cores (per core) 25 C88/CTM 214)
Flexural strength of concrete (simple beam-3rd pt. loading, 90 Soundness, sodium (AASHTO T104/ASTM C88/ 695 ASTM C78/CTM 523) CTM 214)
Flexural strength of concrete (simple beam- center pt. 90 Masonry loading, ASTM C293/CTM 523) Mortar cylinders 2” x 4” (ASTM C780) 35 Non shrink grout cubes (2 inch, ASTM C109/C1107) 30 Grout prisms 3” x 6” (ASTM C1019). 35 Drying shrinkage - four readings, up to 90 days, 3 bars 430 Masonry cores compression, ≤6” diameter - testing 45 (ASTM C157) only (ASTM C42)
Length of concrete cores (CTM 531) 45 Masonry core shear testing (Title 24) 85 Hot Mix Asphalt (HMA) Veneer bond strength, cost for each - 5 required 60 Resistance of compacted HMA to moisture-induced 2,250 (ASTM C482) damage (AASHTO T283/CTM 371) CMU compression to size 8” x 8” x 16” - 3 required 60 Hamburg Wheel, 4 briquettes (modified) (AASHTO T324) 965 (ASTM C140) Superpave gyratory compaction (AASHTO T312/ ASTM 375 CMU moisture content, absorption & unit weight - 6 55 D6925) required (ASTM C140)
Extraction by ignition oven, percent asphalt (AASHTO 160 CMU linear drying shrinkage (ASTM C426) 190 T308/ASTM D6307/CTM 382) CMU grouted prisms compression test ≤8” x 8” x 16” 215 Ignition oven correction/correlation values 1,445 (ASTM C1314) (AASHTO T308/ASTM D6307/CTM 382) CMU grouted prisms compression test > 8” x 8” x 16” 270 Extraction by centrifuge, percent asphalt (ASTM D2172) 160 (ASTM C1314) Gradation of extracted aggregate (AASHTO T30/ ASTM 145 Fasteners/Bolts/Rods D5444/CTM 202) F1554 Bolts, tensile test, ≤ up to 1-1/4” diameter, 110 Stabilometer, S-Value (ASTM D1560/CTM 366) 285 plain (ASTM A370) Bituminous mixture preparation (AASHTO R30/ CTM 304) 85 F1554 Bolts, tensile test, ≤ up to 1-1/4” diameter, 130 Moisture content of HMA (AASHTO T329/ASTM D6037 65 galvanized (ASTM A370) /CTM 370) F3125 GR A307, A325 Bolts, tensile test, ≤ up to 1- 70 Bulk specific gravity of compacted HMA, molded 55 1/4” diameter, plain (ASTM A370) specimen or cores, uncoated (AASHTO T166/ ASTM F3125 GR A307, A325 Bolts, tensile test, ≤ up to 1- 80 D2726/CTM 308) 1/4” diameter, galvanized (ASTM A370)
Bulk specific gravity of compacted HMA, molded 60 A490 Bolts, tensile test, ≤ up to 1-1/4” diameter, 70 specimen or cores, paraffin-coated (AASHTO T275/ plain (ASTM A370) ASTM D1188/CTM 308) A490 Bolts, tensile test, ≤ up to 1-1/4” diameter, 80 Maximum density - Hveem (CTM 308) 215 galvanized (ASTM A370) Theoretical maximum density and specific gravity of 140 A593 Bolts, tensile test, ≤ up to 1-1/4” diameter, 70 HMA (AASHTO T209/ASTM D2041/CTM 309) stainless steel (ASTM A370) Thickness or height of compacted bituminous paving 45 Reinforcing Steel and Prestressing Strands Mixture specimens (ASTM D3549) Rebar bend test, up to No. 11 (ASTM A370) 70 Wet track abrasion of slurry seal (ASTM D3910) 160 Rebar bend test, ≥ No. 14 & over (ASTM A370) 215 Rubberized asphalt (add to above rates) +25% Resistance butt-welded hoops/bars, tensile test, ≤ up 70 Brick to No. 10 (CTM 670)
Compression - cost for each, 5 required (ASTM C67) 55 Resistance butt-welded hoops/bars, tensile test, ≥ No. 90 Absorption - cost for each, 5 required (ASTM C67) 55 11 & over (CTM 670) Aggregate Properties Mechanical rebar splice, tensile test, ≤ up to No. 11 70 Bulk density and voids in aggregates (AASHTO T19/ 55 (CTM 670) ASTM C29/ CTM 212) Mechanical rebar splice, slip test, ≤ up to No. 11 45 Organic impurities in fine aggregate sand (AASHTO T21/ 65 (CTM 670) ASTM C40/CTM 213) Mechanical rebar splice, tensile test, ≥ No. 14 & 215 LA Rattler-smaller coarse aggregate <1.5” (AASHTO 215 over (CTM 670) /ASTM C131/ CTM 211) Mechanical rebar splice, slip test, ≥ No. 14 & over 215 LA Rattler-larger coarse aggregate 1-3” (AASHTO T96/ 270 (CTM 670) ASTM C535/CTM 211) Headed rebar splice, tensile test, ≤ up to No. 11 70 Apparent specific gravity of fine aggregate (AASHTO T84/ 140 (CTM 670) ASTM C128/CTM 208) Headed rebar splice, tensile test, ≥ No. 14 & over 215 Specific gravity and absorption of coarse aggregate (ASTM 110 (CTM 670) C127/CTM 206) >#4 retained Epoxy coated rebar/dowel continuity (Holiday) 70 Clay lumps, friable particles (AASHTO T112/ASTM C142) 190 (ASTM A775/A934) Durability Index (AASHTO T210/ASTM D3744/ CTM 229) 215 Epoxy coated rebar flexibility/bend test, up to No. 50 Moisture content of aggregates by oven drying (AASHTO 45 11 (ASTM A775/A934) T255/ASTM C566/CTM 226) Prestressing wire, tension (ASTM A416) 190 Uncompacted void content of fine aggregate (AASHTO 140 Sample preparation (cutting) 55 T304/ ASTM C1252/ CTM 234) Epoxy coated rebar/dowel film thickness (coating) 50 Percent of crushed particles (AASHTO T335/ ASTM 145 test (ASTM A775/ A934) D5821/CTM 205)
PSA25-3817CMI; Exhibit "A" (cont.)
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CONSTRUCTION MATERIALS LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Streetlights/Signals Bearing Pads/Plates and Joint Seal LED Luminaires / Signal Modules / Countdown By Elastomeric bearing pads (Caltrans SS 51-3) 1,060 Pedestrian Signal Face Modules (Caltrans RSS 86) Quote Elastomeric bearing pad with hardness and 1,315 Spray Applied Fireproofing compression tests (Caltrans SS 51-3) Unit weight (density, ASTM E605) 65 Type A Joint Seals (Caltrans SS 51-2) 1,735 Sample Transport Type B Joint Seals (Caltrans SS 51-2) 1,640 Pick-up and delivery (weekdays, per trip, <50 mile 110 Bearing plates (A536) 770 radius from our office)
Notes
1. Earth Material Samples: Quoted testing unit rates are for soil and/or rock (earth) samples free of hazardous materials. Additional costs will accrue beyond these standard testing unit rates for handling, testing and/or disposing of soil and/or rock containing hazardous materials. Hazardous materials will be returned to the site or the site owner’s designated representative at additional cost not included in listed unit rates. Standard turn-around time for geotechnical-laboratory test results is 10 working days. Samples will be st ored for 2 months following completion of assigned tests, after which they will be discarded. Prior documented notification is required if samples need to be stored for a longer time. A monthly storage fee of $15 per bag and $6 per sleeve or tube will be a pplied. Quoted unit rates are only for earth materials sampled in California. There may be additional cost for handling imported samples.
2. Construction Material Samples: After all designated breaks for a given sample set meet specified compressive at design age or other client - designated strength, all “hold” cylinders or specimens will be automatically disposed of, unless specified in writing prior to the 28-day break. Unless specifically requested otherwise, all other construction materials will be disposed of after completion of testing and reporting.
EQUIPMENT LISTING
CLASSIFICATION $/UNIT CLASSIFICATION $/UNIT
1/4 inch Grab plates 5/ each Global Positioning System/Laser Range Finder 80/day 1/4 inch Tubing (bonded) 0.60/foot Hand auger set 90/day 1/4 inch Tubing (single) 0.40/foot HDPE safety fence (≤100 feet) 40/roll 3/8 inch Tubing, clear vinyl 0.60/foot Horiba U-51 water quality meter 135/day 4-Gas meter (RKI Eagle or similar)/GEM 2000 140/day Light tower (towable vertical mast) 150/day Air flow meter and purge pump (200 cc/min) 55/day Magnehelic gauge 15/day Box of 24 soil drive-sample rings 130/box Manometer 25/day Brass sample tubes 11/each Mileage (will adjust with IRS published rate) 0.70/mile Caution tape (1000-foot roll) 22/each Moisture test kit (excludes labor to perform test, ASTM 65/test Combination lock or padlock 15/each E1907)
Compressed air tank and regulator 55/day Nuclear moisture and density gauge 88/day Concrete coring machine (≤6-inch-dia) 160/day Electrical moisture and density gauge 88/Day Consumables (gloves, rope, soap, tape, etc.) 40/day Pachometer 50/day Core sample boxes 30/each Particulate Monitor 135/day
Crack monitor Two-Dimensional 30/each pH/Conductivity/Temperature meter 60/day Crack monitor Thee-Dimensional 40/each Photo-Ionization Detector (PID) 150/day Cutoff saws, reciprocating, electric (Sawzall®) 80/day Pump, Typhoon 2 or 4 stage 55/day D-Meter Walking Floor Profiler 110/day QED bladder pump w/QED control box 175/day Disposable bailers 25/each Quire fee – Phase I only 250/each Disposable bladders 20/each Resistivity field meter and pins 200/day Dissolved oxygen meter 75/day Slip / threaded cap, 2-inch or 4-inch diameter, 20/each DOT 55-gallon containment drum with lid 85/drum PVC Schedule 40 Double-ring infiltrometer 135/day Slope inclinometer 250/day Dual-stage interface probe 85/day Soil sampling T-handle (Encore) 10/day Dynamic Cone Penetrometer 430/day Soil sampling tripod 40/day Generator, portable gasoline fueled, 3,500 watts 90/day Speedy (R) moisture tester 10/day Stainless steel bailer 60/day Vapor sampling box 65/day Submersible pump with controller 180/day Vehicle usage (carrying equipment) 16/hour Submersible pump/transfer pump, 10-25 gpm 65/day VelociCalc 40/day Support service truck usage (well installation) 250/day Visqueen (20 x 100 feet) 130/roll Survey/fence stakes 10/each Water level indicator (electronic well sounder) 100/day Tedlar® bags 25/each <300 feet deep well
Traffic cones (≤25)/barricades (single lane) 55/day ZIPLEVEL®. 40/day Turbidity meter 80/day Other specialized geotechnical and environmental testing Tyvek® suit (each) 25/each and monitoring equipment are available, and priced per site PSA25-3817CMI; Exhibit "A" (cont.)
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1 MASTER AGREEMENT FOR
SERVICES
IDS GROUP, 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 IDS Group, Inc., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in mechanical, electrical, plumbing (MEP) engineering.
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 mechanical, electrical, plumbing (MEP) engineering.
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.
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 June 24, 2025
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2 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 two hundred thousand dollars ($200,000). 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.”
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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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.
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
IDS Group, Inc., a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Said Hilmy, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Rami Elhassan, 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:
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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11 EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to mechanical, electrical, plumbing (MEP) engineering , as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Complete Design Services.
B. Mechanical Unit Specification/ Title 24 Compliance.
C. Design Troubleshooting.
D. As-Built Verifications.
Requests for work not listed above must be contracted under separate agreement.
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CITY OF CARLSBAD
Master Services Agreement - RFQ25-3437CA Discipline No. 7 - MEP Engineering
ATTACHMENT B-MASTER SERVICES AGREEMENT RATE SCHEDULE
Discipline No. 7-MEP Engineering
Prices valid through T erm of Agreement
STAFF NAME TITLE HOURLY
RATE
Rami Elhassan, PhD, PE, SE Principal In Charge / Contract Administra on $248 Darren Smith, PE, BEAP Associate Principal $233
Steven Collins, PE, LEED AP Associate Principal $233
Anthony Zano , PE Senior Project Manager $224
Andrew Bussey, PE Senior Project Manager $224
Mike Lin, PE, LEED AP BD+C Senior Project Manager $224
Manolito Ocampo, PE Senior Project Manager $224
Bob Kramer Senior Project Manager $224
Michael Reed Senior Project Manager $224
Stuart McKnight Senior Designer $180
Ronnie Jimenez, LEED AP BD+C Project Manager $209
Kevin Barnes Project Manager $209
Michelle Huynh, PE Project Manager $209
SUBCONSULTANT STAFF NAME TITLE HOURLY
RATE
Not Applicable
EXPENSES DESCRIPTION COST %
MARK-UP
Mileage $0.67 10%
Expenses such as, but not limited to plan check fees, permits inspections, testing services, title company fees, special delivery charges, plotting/presentation boards, maps, aerial photographs, and reprographics / illustrations that may be required for community or other stakeholder presentations, shall be billed to the owner at Consultants direct cost plus 10%.
Our standard rate sheet follows A achment B with hourly rates of sta members who may be u lized as-needed in addi on to the key sta members listed above.
PSA25-3750CA
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Master Services Agreement - RFQ25-3437CA Discipline No. 7 - MEP Engineering IDS GROUP , INC.
City of Carlsbad Master Services Agreement for Consultants Number: RFQ25-3437CA
Title - Association Hourly Rate
Principal $248
Associate Principal $233
Senior Project Manager | Associate $224
Senior Planner $224
QA/QC Manager $224
Registered Architect | Engineer $209
Project Manager $209
Senior Architect | Engineer $196
Senior Cost Estimator $186
Project Architect | Engineer $186
Senior Designer $180
Designer Architect |Engineer $170
Specifications Writer $170
Engineering Designer - BIM $147
Architectural Job Captain | Designer $140
CAD Drafting Engineer | Architect $125
Office Administration $77
Expenses such as, but not limited to plan check fees, permits inspections, testing services, title company fees, special delivery charges, plotting/presentation boards, maps, aerial photographs, and reprographics / illustrations that may be required for community or other stakeholder presentations, shall be billed to the owner at Consultants direct cost plus 10%.
IDS GROUP INC
Standard Rates
PSA25-3750CA
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1 MASTER AGREEMENT FOR
MECHANICAL/ELECTRICAL/PLUMBING (MEP) ENGINEERING SERVICES BSE 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 BSE Engineering, Inc., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in mechanical, electrical, plumbing (MEP) engineering.
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 mechanical, electrical, plumbing (MEP) engineering.
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.
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 June 24, 2025
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2 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 two hundred thousand dollars ($200,000). 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.”
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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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
L
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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.
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
BSE ENGINEERING, INC., a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Alan James Brown, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Paul A. Luster, Chief Financial Officer
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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11 EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to mechanical, electrical, plumbing (MEP) engineering , as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Complete Design Services.
B. Mechanical Unit Specification/ Title 24 Compliance.
C. Design Troubleshooting.
D. As-Built Verifications.
Requests for work not listed above must be contracted under separate agreement.
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2 June 24, 2025
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PSA25-3752CA
1 MASTER AGREEMENT FOR
MECHANICAL/ELECTRICAL/PLUMBING (MEP) ENGINEERING SERVICES
SHADPOUR CONSULTING ENGINEERS, LP
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 Shadpour Consulting Engineers, LP, a California limited partnership ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in mechanical, electrical, plumbing (MEP) engineering.
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 mechanical, electrical, plumbing (MEP) engineering.
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 diligen ce 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.
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 Docusign Envelope ID: 34856437-9BA7-4601-BCDB-4C75B6650638 June 24, 2025
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2 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 two hundred thousand dollars ($ 200,000). 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 par ticular 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 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 Docusign Envelope ID: 34856437-9BA7-4601-BCDB-4C75B6650638 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.
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 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: 34856437-9BA7-4601-BCDB-4C75B6650638 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.”
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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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 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
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858-946-0333
17075 Via Del Campo
Frank Shadpour
San Diego, CA 92127
[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.
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 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 Docusign Envelope ID: 34856437-9BA7-4601-BCDB-4C75B6650638 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 p rovisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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10 CONTRACTOR
SHADPOUR CONSULTING
ENGINEERS, LP, a California limited
partnership
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
Keith Blackburn, Mayor (sign here)
Frank F. Shadpour, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Wendy Shadpour, 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:
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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11 EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to mechanical, e lectrical, p lumbing (MEP) e ngineering, as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Complete Design Services.
B. Mechanical Unit Specification/ Title 24 Compliance.
C. Design Troubleshooting.
D. As-Built Verifications.
Requests for work not listed above must be contracted under separate agreement.
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CITY OF CARLSBAD | 7. MEP ENGINEERING
1.0 FEE SCHEDULES
FEE SCHEDULE
PRIME STAFF: SC ENGINEERS
NAME CLASSIFICATION HOURLY RATE
Justin Dolley, MPE/Project Manager Project Manager $199.00 Frank Shadpour, MPE, CxA, LEED A/Program Manager Principal $289.00 Joseph Kilcoyne, MPE, EPE, CxA /Quality Control Manager Principal $289.00 Jeremy Clifton, MPE, CxA/Mechanical Engineering Lead Principal $289.00 Michelle Shadpour, MPE, CPD/Plumbing Engineering Lead Project Engineer $165.00 TBD Assoc./Project Executive $216.00
TBD Project Manager $199.00
TBD Project Engineer $165.00
TBD Design Engineer $139.00
TBD Engineering Analyst $139.00
TBD BIM/CADD Manager $135.00
TBD Accounting $135.00
TBD Designer $115.00
TBD Engineering Assistant $89.00
TBD Administrative $92.00
SUBCONSULANT STAFF: RTM CONSULTING ENGINEERING
NAME
CLASSIFICATION HOURLY RATE
William “Rocky” Tanner, EPE/Electrical Engineering Lead Principal $255.00 TBD Associate $216.00
TBD Project Manager $185.00
TBD Project Engineer I $165.00
TBD Designer Engineer II $160.00
TBD Design Engineer $139.00
TBD Senior CAD-Designer $130.00
TBD Engineering Technician $120.00
TBD BIM/CAD Designer II $105.00
TBD CAD-Designer $100.00
TBD BIM/CAD Designer I $95.00
TBD Administrative $90.00
Expenses are included in the hourly rates above.
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MASTER AGREEMENT FOR POLICY AND SUSTAINABLE
MATERIALS MANAGEMENT (SMM) PROGRAM IMPLEMENTATION SERVICES STEARNS, CONRAD AND SCHMIDT, CONSULTING ENGINEERS, 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 Sterns, Conrad and Schmidt, Consulting Engineers, Inc., a Virginia corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant experienced in policy development and Sustainable Materials Management (SMM) program implementation.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor possesses the necessary experience to provide professional services and guidance related to policy development and Sustainable Materials Management (SMM) program implementation.
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 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.
4. P ROGRESS 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 1
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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 unavoid able delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed 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. P UBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alte ration, 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 th e 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 worker s employed by Contractor in the execution of the Agreement. Contractor and any subc ontractors 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 2
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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 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 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 / 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. S TATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an 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.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Se rvices without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and om issions 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, 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.
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. I NSURANCE
Contractor will obtain and maintain for the dura tion of the Agreement an d any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Co ntractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insura nce carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current 4
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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.
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 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.”
13.2.4 This insurance will be in force during th e life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
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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.
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 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.
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. 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 acceptan ce. Participating public ag encies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financ ial responsibility, in connection with participation by another public agency.
31. A UTHORITY
The individuals executing this Agreement and the 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
STERNS, CONRAD AND SCHMIDT,
CONSULTING ENGINEERS, INC., a Virginia
corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By: By:
Keith Blackburn, Mayor (sign here)
Michelle Leonard, Senior Vice President
(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 at tach 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
Perform a variety of tasks related to policy development and Sustainable Materials Management (SMM) program implementation, as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Compliance with new regulations.
B. Program and contract implementation.
C. Enforcement and outreach for new regulations.
D. Program Regulatory Support/Compliance.
E. Compliance Training.
F. Program Evaluations/Assessments.
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Request for Qualifications
MSA for Consultants – Phase II
ATTACHMENT B – MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement
STAFF
Name Title Hourly Rate
1. Michelle P. Leonard Project Director/Contract
Manager $384.00
2. Lauren Romanazzi Project Director $317.00
3. Erik Martig, CCOM Project Director $317.00
4. Kelli Farmer, TRUE Advisor Senior Project
Professional
$199.00
5. Laura Johnson, CBSM Project Professional $194.00
6. Fernando Moreno Project Professional $194.00
7. Lauren Beauban Project Professional $142.00
8. Brett Wilks Associate Professional $158.00
9. Graciela Galindo Technical Professional $146.00
10. Tom Parker, PE Project Director $330.00
SUBCONSULTANTS – Will be added in consultation with City of Carlsbad staff, based on specific task orders.
Name/Firm Title Hourly Rate
1. 2.
3. 4.
5. EXPENSES
DESCRIPTION COST % MARKUP
1. Outside consultants and subcontractors Actual cost plus a 15 percent administrative
fee
2. Equipment/supplies, and job-related
employee travel and subsistence
Actual cost plus a 15
percent administrative
fee
PSA25-3754CA
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Request for Qualifications
MSA for Consultants – Phase II
EXPENSES
DESCRIPTION COST % MARKUP
3. Charges for SCS field equipment and
instruments
Will be in accordance
with SCS’s Field
Equipment Rental
Rates Schedule in
effect at the time the
work is performed
4. Special situations such as expert court
testimony and limited consultation
Hourly rates will be on
an individually
negotiated basis
5. Invoices are due and payable upon
receipt
Invoices not paid
within 30 days are
subject to a service
charge of 1.5 percent
per month on the
unpaid balance
PSA25-3754CA
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MASTER AGREEMENT FOR SEWER CONDITION ASSESSMENT SERVICES DOWNSTREAM SERVICES, INC.
Attachment AD
PSA25-3755CA
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 Downstream Services, Inc., a California corporation ("Contractor").
RECITALS
A. The City requires the professional services of a consultant experienced in sewer condition assessment.
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 sewer condition assessment.
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 (J,) additional one (!) 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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MASTER AGREEMENT FOR SEWER CONDITION ASSESSMENT SERVICES NATIONAL PLANT SERVICES, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and National Plant Services, Inc., an Illinois corporation ("Contractor").
RECITALS
A. The City requires the professional services of a consultant experienced in sewer condition assessment.
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 sewer condition assessment.
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.
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 1 June 24, 2025
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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 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.
If the City elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City 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 Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in 2 June 24, 2025
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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 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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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 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.
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.”
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.
13.4 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
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.
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 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.
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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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.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
National Plant Services, Inc., an Illinois
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Daniel Solano, President
(print name/title) ATTEST:
By:
SHERRY FREISINGER, City Clerk
(sign here) By:
Patricia Pe a, Vice President
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: _____________________________
10 June 24, 2025
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to sewer condition assessments, as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Conduct inspections and assess sewer gravity mains (6” to 54”) or force mains using CCTV (PACP) and a variety of other technologies such as sonar, acoustic, laser. Include option for pre-inspection cleaning of gravity sewer mains.
B. Conduct inspections and assess city-owned laterals using CCTV (LACP) or other agreed upon inspection methods.
C. Conduct inspections and assess sewer manholes using technologies such as CCTV (MACP), 3D scanning (ex. CUES Spider).
D. Provide data, prepare reports and recommendations for rehabilitation.
Requests for work not listed above must be contracted under separate agreement.
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 ATTACHMENT B MASTER SERVICES AGREEMENT RATE SCHEDULE
NATIONAL PLANT SERVICES, INC.
Prices valid through Term of Agreement
STAFF AND EQUIPMENT
NAME TITLE FY 26
HOURLY
RATE
FY 27
HOURLY
RATE
FY 28
HOURLY
RATE
Mobilization Fee
Each Work
Order (6 hrs RT)
Daily Crew Out of
Town Fees (for
multiple day projects
where crew stay local )
1. Michelle Beason Principal Engineer,
Project Manager
$200.00 $210.00 $220.00
2. Daniel Solano President $200.00 $210.00 $220.00
3. Paola Guerrero/Jasmin Villalobos QAQC Specialist $80.00 $90.00 $100.00
4. Esther Amoding & John Figueroa Project Engineers $140.00 $150.00 $160.00
5. Jorge Salas Superintendent $170.00 $180.00 $190.00 $200.00
6. Ferdy Moreno, Willy Chavez, Julio
Avila, + more PACP certified
operators available
CCTV/MSI Operator $140.00 $150.00 $160.00 $840.00 $200.00
7. CCTV Truck CCTV Truck $160.00 $165.00 $170.00 $960.00
8. Multi-Sensor Inspection (MSI)
Truck
MSI Truck $210.00 $220.00 $230.00 $1,260.00
9. Daniel Rios, Jose Bedoja, + other
Cleaning Truck Operator
Cleaning operator $155.00 $160.00 $165.00 $930.00 $200.00
10. Cleaning Truck Cleaning Truck $160.00 $165.00 $170.00 $960.00
11. Field Technician/Laborer Field Technician $125.00 $130.00 $135.00 $750.00 $200.00
12. Pickup Truck Pickup $30.00 $35.00 $40.00 $180.00
13. Winch Winch $150.00 $155.00 $160.00 $900.00
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SUB-CONSULTANTS
NAME/FIRM TITLE HOURLY RATE
1. City Rise Safety Traffic Control
Subcontractor
See attached rate sheet
2. Ponder Environmental Sewer waste disposal
contractor
See attached rate sheet
EXPENSES
DESCRIPTION COST % MARKUP, IF ANY
1. All Subcontractor Expenses Cost TBD 10% (Cost+10%)
2. Copy services $0.15 / page None
3. Permits Cost TBD 10% (Cost+10%)
4. Cleaning Water Cost TBD 10% (Cost + 10%)
5. Multi-Sensor Processing and
Reporting
$3.00/LF None
PSA25-3756CA
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 4/3/2024
Iman Ghanem
24-065
707-748-7775
707-748-7776
707-333-1530
[email protected]
Scope of Work: Ponder Environmental Services (PES) is providing the following Provide personnel and equipment for various jobs with National Plant Estimate is based on prevailing wage time and material
All rates are portal to portal and travel will be charged on a time and material rate.
Subsistence $275.00 per man (rates may vary depending on location), per day for meals and lodging.
Item
No.
Estimated Price Extended Price
001 75.00$
002 75.00$
003 85.00$
004 120.00$
005 150.00$
006 180.00$
007 86.00$
008 188.00$
009 190.00$
010 1,450.00$
011 250.00$
012 125.00$
013 $ 30.00
014 24.00$
015 30.00$
016 25.00$
017 32.00$
018 55.00$
019 77.00$
020 74.00$
Provide Winch Truck for Frac Tanks
Delivery/Pick up per hour TBD
21K Frac Tank Rental w/ Berm per day TBD
10K Frac Tank Rental w/ Berm per day TBD
50' Containment Berm per day TBD
Bin Washout at Waste Connection per each TBD
ESTIMATE / WORK AUTHORIZATION
Customer:
Address:
Contact:
Phone:
Date:
From:
Estimate#
Phone
2159 National Ave. Hayward, CA 94545
Michelle D. Beason
National Plant Services, Inc.
TBD
925-262-7366
[email protected]
TBD
Provide Double Bin Truck for Bin work per hour
Provide Single Bin Truck for Bin work per hour
Fax:
Cell:
Email:
Work Description Quantity
Return Fax
Cell:
Email:
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
Provide Truck Driver ST per hour
Provide Truck Driver OT per hour
Provide Truck Driver DT per hour
Bin Liner for 8 or 20 yard bin per each
Waste Connections: Dispoal of Non haz Solid -
Direct landfill Burial per ton
Waste Connections: Disposal of Non haz
Liquids for Solidification per ton
Daily Bin Rental : 8 yard Bin per day
Daily Bin Rental : 20 yard Bin per day
Daily Bin Rental: 40 yard open top bin per day
25' Containment Berm Daily Rate
Enviro-Pac: Disposal of non haz water w/ little
Sludge per load
Enviro-Pac: Washout per load
Waste Profiling Fee per each
TBD
TBD
TBD
Office: (877) 265-8265
Ponder Environmental Services Inc.
P.O. Box 1427
Benicia, CA 94510 Fax: (707) 748-7776
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 021 1,050.00$
022 28.00$
023 18.00$
024 30%
025 5%
TBD
Bridge Fees on 5Axle Trucks per each TBD
Bridge Fees on 3Axle Trucks per each TBD
Vac Truck Washout at Oakland facility per each TBD
Recovery Fee applied Over Invoice
Fuel Surcharge over all powered equipments
Total Estimate
TBD
Office: (877) 265-8265
Ponder Environmental Services Inc.
P.O. Box 1427
Benicia, CA 94510 Fax: (707) 748-7776
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 The Customer acknowledges that the estimated cost is based on a preliminary appraisal based on the information provided to the Ponder Environmental representative and that the amount invoiced by Ponder Environmental will be based on labor and materials actually expended in performing the Scope of Work. Any changes in the Scope of Work will be billed in addition to the estimated cost specified above.
Exclusions
Ponder Environmental Services Inc. accepts no responsibility for the following items:
1. Permits from county or state.
2. Delays not caused by PES.
Terms & Conditions:
1. Customer to provide
2. R
ates are based on prevailing wage
3. All Material is assumed Non-Hazardous
4. All locations of work must be accessible at all times during this project – conditions limiting access or egress on site will result in additional costs.
5. Delays not within the control of P.E.S will be documented at billed at T&M rates or per signed change order.
6. Water for Pressure Washing or for construction needs will be provided by the customer.
7. The site must be accessible for 65 ft. trucks.
8. The estimate is valid for 30 days.
9. If paid by credit card, 4% will be added to the total of the invoice.
Proprietary Notice:
This submittal contains information that is confidential and proprietary to Ponder Environmental Services, Inc. (PES). PES requests that this information not be disclosed to any person outside the Client’s staff.
Equipment Rates:
1. Equipment rates do not include labor rates, unless specifically stated in the price list.
2. Equipment rates do not include applicable taxes or government fees.
3. All charges are portal-to-portal.
4. Shifts are eight (8) hours unless otherwise specified Equipment Policies:
1. P ES personnel will operate all PES equipment.
2. Bins or tanks provided by PES may only be transported by PES equipment.
5. Air Movers: Highly abrasive, corrosive, or contaminated service which causes rapid or excessive wear or
8. Demurrage- after 1 hour loading or 1 hour unloading (will be billed in ¼ hour increments).
9. All equipment is subject to a Fuel Surcharge.
3. The customer is responsible to pay repair or replacement costs if damage occurs while bins or tanks are in their use, caused by the customer’s employee or contractor, at the disposal facility, or caused by customer’s product.
4. If temporary storage tanks or bins are used, they will need to be cleaned to remove all oil, soil, drilling mud, silt, etc. PES will determine final pricing once the condition of the used tanks is known. deterioration of hose, pipe and filter bags will result in additional charges for replacement of these items at PES’rates.
6. All vacuum trucks tanks transporting Hazardous Material/Waste will be certified cleaned after each job to protect customer from any cross contamination from other projects.
7. PES’ commercial drivers will perform a minimum of a .5-hour DOT pre-trip and .5-hour DOT post trip each day which is billed at the hourly rate.
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 Labor Policies:
1. Straight time is charged for the first eight (8) hours scheduled Monday - Friday, unless otherwise specified.
3. Double time is charged after twelve (12) hours Monday - Saturday and for all hours on Sundays and on holidays.
4. PES billed holidays are New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the Friday after Thanksgiving Day, Christmas Eve, Christmas Day or on the observed day.
5. Shifts are eight (8) hours unless otherwise specified.
6. All charges are portal-to-portal.
7. Labor rates do not include personal protective equipment unless otherwise stated in the price list.
8. Labor rates do not include travel expenses unless otherwise stated in the price list.
9. Labor policies do not apply to Emergency Response projects, see ER Rate Sheet for terms.
Waste Policies:
4. Customer’s drums/totes must not be leaking or damaged.
5. Customer’s drums/totes must be transportable.
8. The actual volume of waste materials may vary from estimate and will be billed accordingly.
9. All contaminated PPE will stay on-site if not included in the estimate.
Rental Equipment and Labor:
Fuel Surcharge:
Payment Terms:
Upon approved Credit Application, payment terms are net 30 days from the date of the invoice.
Payment terms for Emergency Response projects will require an upfront deposit and payments are due upon receipt.
All payments received by credit card will be subject to a 4% convenience fee.
In the event of a default, Customer agrees to pay all collection costs incurred by the company to collect.
Customer's outstanding balance, including court cost and attorney's fees, interest at 18% per annum will be added to balances over 30 days past due.
A fuel surcharge will be applied on the hours of equipment operation portion of your invoice only. The fuel surcharge will be based on the weekly average price of fuel, as determined by the federal government each week as published at https://www.eia.gov/petroleum/gasdiesel/
2. Overtime is charged after the first eight (8) hours and up to twelve (12) hours Monday - Friday and for the first twelve (12) hours on Saturdays.
1. The Customer and/or the generator (owner) owns any and all waste from cradle to grave and PES assumes no liability for any and all waste generated or disposed.
2. Prior to the time of shipment and/or loading, Customer’s authorized representative shall sign a Waste Profile sheet with approval by a disposal facility in advance of scheduling the Services. Customer shall also sign waste shipping documents at the time of shipment (prior to loading).
6. If generators container starts to leak while in transport, generator authorizes PES, to over pack the leaking container and minimize any spilled material. PES will notify the generator within 24 hours of discovering the leaking container. Disposal for cleaned up material, manifests, profiles, supplies and labor may apply.
7. Disposal of Generators waste must be accepted at the receiving facility as profiled. If waste received is fully rejected or waste is non-conforming to the profile, generator agrees to additional surcharges associated with the rejection or non-conforming waste.
If not listed in the items pricing above all rental equipment, materials, subcontractors, vendors, and consumables will be charged at cost plus a twenty percent (20%) administrative fee.
3. If Client conducts the analytical then client is to provide PES, all lab analytical prior to anything being transported off site.
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 Delays:
Delays not attributable to PES and/or changes in job scope are charged at the published rates.
Miscellaneous Items and Charges:
Decontamination:
Safety:
From time to time, it is necessary to provide services and equipment that are not included in this price schedule.
Miscellaneous items not included in this price schedule will appear as part of an estimate and will be in effect only for the duration of the estimate
Due to State and Federal requirements, our equipment: must be de-contaminated after every customer or waste stream usage. This may be performed at the customer location or an off-site facility. If performed on-site, the charges will be per our time and material rate. If we must go off-site, the charges will be a cost plus a twenty percent (20%) administrative fee, in addition to our time and material rate.
Cleaning of equipment and material owned and used by PES is considered to be an integral part of each project and will be done on the jobsite. Disposal of contaminated material, if any, is the responsibility of the customer. Any assistance required by the customer and provided by PES in arranging for transport and/or disposal of contaminated materials is to be considered will be charged to the customer at cost plus a fifteen percent (20%) administrative fee. Any such assistance does not represent an assumption of responsibility or liability for proper transportation or disposal of such materials by PES.
It is the responsibility of the customer to advise PES of any materials or conditions in or around the vessels or work area that might constitute a hazard to personnel or equipment. This responsibility includes providing SDS information on a timely basis.
Customarily, PES installs ladders in vessels in order to allow PES personnel to safely enter and exit the vessel. The ladders are intended for PES personnel use only. In the event the customer uses and/or allows other contract personnel to use the ladders, the customer must accept liability for those activities.
The customer is to provide all necessary utilities, sanitary and wash facilities, inert gas and approved eating and break areas. This is not to be construed to mean that special buildings are required.
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 Approval and Acceptance:
Sincerely,
Iman Ghanem
Client Relations Representative
Ponder Environmental Services, Inc.
Customer Signature Date
Printed Name PO or Job Number
PES appreciates the opportunity to provide you with the above estimate. PES is committed to providing a quality service in a safe, efficient, and cost-effective manner. Should you have any questions, please contact us at (707) 748-7775 The undersigned agrees and certifies that he/she is authorized to act on behalf of Customer, and Customer guarantees by his/her signature to compensate PES in full for all actual services performed as described above, which are due and payable 30 days after receipt of the invoice. All past due accounts shall accrue interest at the rate of 1.5% per month. No verbal Quotations are valid or enforceable . Customer shall pay all reasonable costs of collection, including but not limited to attorney’s fees and expenses incurred by PES.
Thank you for the opportunity to give you a price estimate for this upcoming work at your job location. If you have any questions, please feel free to contact me at (707) 748-7775 PSA25-3756CA
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 SC2.1A24
Description (1/1/25-12/31/25) Weekday/Standard Saturday/OT Sunday/Premium Contractor State License Board (CSLB) # 1067575 (WBE) #14110017 (Supplier Clearing House) DIR #1000623333 Signature and or email acceptance also confirms compliance with the terms and conditions I acknowledge that I have read the terms and conditions on the last page of this agreement 2 Techs 1 truck 4hrshift $1,095.00 $1,540.00 $2,046.00
1 Tech 1 truck 8hr shift $1,264.00
Serving all of California
Main Office: 44800 Industrial Blvd., Fremont, CA 94538 Quote #: JH24-1030 Customer: National Plant Sr Estimator
Quote Info: Crew rates for Carlsbad 12/30/2024 Page 1 of 3 Contact: Corey Joey Hanna
Phone/Email: 562-754-8787 925-209-1186
$1,676.00 $2,188.00
1 Tech 1 truck 4hr shift $758.00 $1,006.00 $1,313.00
2 Techs 1 truck 10hr shift $2,382.00 $3,124.00 $3,966.00 2 Techs 1 truck 8hr shift $1,825.00 $2,567.00 $3,410.00 Signature: Date:
Note:
$2,466.00$1,954.00$1,542.001 Tech 1 truck 10hr shift
$4,074.00$3,209.00$2,447.002 Techs 1 truck 10hr shift
Description (1/1/26-12/31/26) Weekday/Standard Saturday/OT Sunday/Premium 2 Techs 1 truck 4hrshift $1,125.00 $1,582.00
Each truck is equipped with standard MUTCD signage, and can tow an arrow board. Standard crew size is 2 Techs 1 Truck.
Cancellation notifications made within 12 hours of start time will be billed at the 4hr minimum.
Crews working 0-4 hours will be billed at a 4-hour minimum. Crews working 4-8 hours will be billed at an 8-hour minimum.
Overtime rate per technician per hour is $139 per Weekday and Saturday, $186 per Sunday/Holiday City Rise will need advance notice prior to job starting to make sure crews are available. $2,102.00
2 Techs 1 truck 8hr shift $1,875.00 $2,637.00 $3,503.00 1 Tech 1 truck 4hr shift $779.00 $1,034.00 $1,349.00
Labor rates includes mobilization costs. Crews will be billed for all time on site.
Name: Company:
Title: PO #:
Fixed Rate if client wants cosistent pricing for the duration of the project 1 Tech 1 truck 8hr shift $1,299.00 $1,722.00 $2,248.00
1 Tech 1 truck 10hr shift $1,584.00 $2,007.00 $2,533.00 City Rise Traffic, LLC operates as a subsidiary of City Rise Safety, LLC PSA25-3756CA
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Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 Additional Equipment and Services
Item Quantity Unit $ Extended $
Traffic Control Plan rates (lead times may vary contact TCP for ETA)