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

MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION CPM PARTNERS, INC.

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

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

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

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

D. Contractor has submitted a proposal to 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.

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(“Director”) as authorized by the City Manager . The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement.

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

Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A.” Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

6. PUBLIC WORKS

6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor 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: 61747EB8-35A8-4F07-B401-2D1B3282CC78 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, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.

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

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

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applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City.

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

12. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City) , indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdic tion. Co ntractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

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

19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times 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 metho d 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 Agreem ent 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: 61747EB8-35A8-4F07-B401-2D1B3282CC78 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 attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative d ebarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles . Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the partie s waive all provisions of law providing for a change of venue in these proceedings to any other county.

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

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

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: 61747EB8-35A8-4F07-B401-2D1B3282CC78 June 24, 2025
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responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not lim ited to financial responsibility, in connection with participation by another public agency.

CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California CPM Partners, Inc., a California corporation

By: By:

(sign here) KEITH BLACKBURN, Mayor

Maribel Janecek, President & CFO
(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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PSA25-3818CMI

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EXHIBIT A

SCOPE OF SERVICES AND FEES

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

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

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

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

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CPM
PARTNE
RS

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

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

NAME/FIRM TITLE HOURLY RATE
1 Gannett Fleming, Inc. Attached
2 Kleinfelder Construction Svcs Attached
3 La Salle Solutions Attached
4 New City Consulting Attached
5 NOVA Services Attached
Expenses
DESCRIPTION COST % MARKUP
1 n/a
2 3
4 5
Exhibit B - Rate Schedule
CPM Partners, Inc
Agustin Salinas, PE
PS25-3818CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB Gannett Fleming
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Gannett Fleming Revision 01

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

NAME/FIRM

TITLE HOURLY RATE
1 2
3 4
5 Expenses

DESCRIPTION
COST % MARKUP
1 $ 0%
2 3
4 5
Exhibit B - Rate Schedule
* Denotes employees/classifications that are subject to CA prevailing wage. Rates above are day-shift straight-time rates.

PS25-3818CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB City of Carlsbad, RFQ25-3671CMI | 3
CPM
PARTNE
RS
Kleinfelder Construction Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Kleinfelder Construction Services

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

NAME/FIRM TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION COST % MARKUP
1 0%
2 3
4 5
Exhibit B - Rate Schedule
Fee Schedule
PS25-3818CMI; Exhibit "A" (cont.)
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CPM
PARTNE
RS
La Salle Solutions LLC
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
La Salle Solutions

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

NAME/FIRM TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION COST % MARKUP
1 2
3 4
5 Exhibit B - Rate Schedule
Fee Schedule
PS25-3818CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB City of Carlsbad, RFQ25-3671CMI | 5
CPM
PARTNE
RS
New City Consulting
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
New City Consulting

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

NAME/FIRM TITLE HOURLY RATE
1 2
3 4
5 Expenses
DESCRIPTION COST % MARKUP
1 2
3 4
5 Exhibit B - Rate Schedule
Fee Schedule
PS25-3818CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB City of Carlsbad, RFQ25-3671CMI | 6
CPM
PARTNE
RS
Nova Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Nova Services

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

NAME/FIRM TITLE HOURLY RATE
1 2
3 4
Expenses
DESCRIPTION COST % MARKUP
1 Monthly MetaField Reporting $425/month 0%
2 Coring Two Man Crew $345/hour 0%
3 4
5 Exhibit B - Rate Schedule
Fee Schedule
PS25-3818CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION NEW CITY CONSULTING, 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 New City Consulting, Inc., a California corporation ("Contractor").

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

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

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

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

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

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6. PUBLIC WORKS

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: 803AB693-BA0D-4638-AAE7-27EB975B8560 June 24, 2025
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The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers ' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemploy ment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.

Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement Docusign Envelope ID: 803AB693-BA0D-4638-AAE7-27EB975B8560 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.

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.

13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non -admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

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

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

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

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

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

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

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

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

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

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 Jennifer Chapman Name Patrick Nolan
Title Senior Contract Administrator Title President
Dept Public Works/CM&I Address 31959 Via Ararat Drive
CITY OF CARLSBAD Bonsall, CA 92003
Address 1635 Faraday Ave. Phone 858-254-2949
Carlsbad, CA 92008 Email [email protected] Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

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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 receivin g 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 progres s to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreem ent completed. Based upon that finding City will determine the final payment of the Agreement.

24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award Docusign Envelope ID: 803AB693-BA0D-4638-AAE7-27EB975B8560 June 24, 2025
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25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor ack nowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of inf ormation. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative d ebarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

26. JURISDICTIONS AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles . Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.

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

30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely Docusign Envelope ID: 803AB693-BA0D-4638-AAE7-27EB975B8560 June 24, 2025
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CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California NEW CITY CONSULTING, INC., a California corporation

By: By:

(sign here) KEITH BLACKBURN, Mayor

Patrick Nolan,
President and Chief Financial Officer

(print name/title) ATTEST:

By: SHERRY FREISINGER, City Clerk

(sign here) By:

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

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

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

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

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney

BY: _____________________________

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PSA25-3820CMI

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EXHIBIT A

SCOPE OF SERVICES AND FEES

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

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

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

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NAME TITLE HOURLY RATE
1 Senior Construction Manager $233.00
2 Construction Manager $198.00
3 Senior Construction Inspector $185.00
4 Assistant Construction Manager $166.00
5 Certified Payroll Compliance $145.00
6 7
8 9
10 11
12 Sub-Consultants: CPM Partners

NAME/FIRM

TITLE HOURLY RATE
1 RE, Sr. Scheduler, Sr. Claims $240.00
2 RE, Inspector $233.00
3 ARE, Inspector $224.00
4 OE, Inspector $224.00
5 Scheduler, Claims Support $181.00
Expenses
DESCRIPTION COST % MARKUP
1 Only Where Allowable per
Contract 10%
2 3
4 5
Rate Schedule
Firm Name
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Names of staff
not required per
Addendum No. 2
Q&A set.

Names of staff not required
per Addendum No. 2
Q&A set.

CPM Partners,
Encinitas, CA
PSA25-3820CMI - Exhibit "A" (Cont.)
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ŽŶƚƌĂĐƚŽƌ͛ƐŽďůŝŐĂƚŝŽŶƐǁŝƚŚƌĞƐƉĞĐƚƚŽĂŶǇƉƌŽũĞĐƚŐƌĂŶƚĞĚƚŽ ŽŶƚƌĂĐƚŽƌƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞ ĂƐƐƉĞĐŝĨŝĞĚŝŶƚŚĞdĂƐŬĞƐĐƌŝƉƚŝŽŶĨŽƌƚŚĞƉƌŽũĞĐƚ;ƐĞĞƉĂƌĂŐƌĂƉŚϱďĞůŽǁͿ͘ Ϯ͘ ^dEZK&WZ&KZDE
tŚŝůĞ ƉĞƌĨŽƌŵŝŶŐ ƚŚĞ ^ĞƌǀŝĐĞƐ͕ ŽŶƚƌĂĐƚŽƌ ǁŝůů ĞǆĞƌĐŝƐĞ ƚŚĞ ƌĞĂƐŽŶĂďůĞ ƉƌŽĨĞƐƐŝŽŶĂů ĐĂƌĞ ĂŶĚ ƐŬŝůů ĐƵƐƚŽŵĂƌŝůǇĞǆĞƌĐŝƐĞĚďǇƌĞƉƵƚĂďůĞŵĞŵďĞƌƐŽĨŽŶƚƌĂĐƚŽƌΖƐƉƌŽĨĞƐƐŝŽŶƉƌĂĐƚŝĐŝŶŐŝŶƚŚĞDĞƚƌŽƉŽůŝƚĂŶ ^ŽƵƚŚĞƌŶĂůŝĨŽƌŶŝĂ ĂƌĞĂ͕ ĂŶĚ ǁŝůůƵƐĞƌĞĂƐŽŶĂďůĞĚŝůŝŐĞŶĐĞĂŶĚďĞƐƚũƵĚŐŵĞŶƚ ǁŚŝůĞ ĞǆĞƌĐŝƐŝŶŐŝƚƐ ƉƌŽĨĞƐƐŝŽŶĂůƐŬŝůůĂŶĚĞǆƉĞƌƚŝƐĞ͘
ϯ͘ dZD
dŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞĞĨĨĞĐƚŝǀĞĨƌŽŵƚŚĞĚĂƚĞĨŝƌƐƚĂďŽǀĞǁƌŝƚƚĞŶƚŽƵŐ͘ϭϳ͕ϮϬϮϴ͘dŚĞŝƚǇ DĂŶĂŐĞƌŵĂǇĂŵĞŶĚƚŚĞŐƌĞĞŵĞŶƚƚŽĞǆƚĞŶĚŝƚĨŽƌƚǁŽ;ϮͿĂĚĚŝƚ ŝŽŶĂůŽŶĞ;ϭͿǇĞĂƌƉĞƌŝŽĚƐŽƌƉĂƌƚƐŽĨ ĂǇĞĂƌ͘ǆƚĞŶƐŝŽŶƐǁŝůůďĞďĂƐĞĚƵƉŽŶĂƐĂƚŝƐĨĂĐƚŽƌǇƌĞǀŝĞǁŽĨ ŽŶƚƌĂĐƚŽƌ͛ƐƉĞƌĨŽƌŵĂŶĐĞ͕ŝƚǇŶĞĞĚƐ͕ĂŶĚ ĂƉƉƌŽƉƌŝĂƚŝŽŶŽĨĨƵŶĚƐďǇƚŚĞŝƚǇŽƵŶĐŝů͘dŚĞƉĂƌƚŝĞƐǁŝůůƉƌ ĞƉĂƌĞĂǁƌŝƚƚĞŶĂŵĞŶĚŵĞŶƚŝŶĚŝĐĂƚŝŶŐƚŚĞ ĞĨĨĞĐƚŝǀĞĚĂƚĞĂŶĚůĞŶŐƚŚŽĨƚŚĞĞǆƚĞŶĚĞĚŐƌĞĞŵĞŶƚ͘
ϰ͘ WZK'Z^^EKDW>d/KE
dŚĞǁŽƌŬĨŽƌĂŶǇƉƌŽũĞĐƚŐƌĂŶƚĞĚƚŽŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞŐŝŶǁŝƚŚŝŶƚĞŶ;ϭϬͿĚĂǇƐ ĂĨƚĞƌƌĞĐĞŝƉƚŽĨŶŽƚŝĨŝĐĂƚŝŽŶƚŽƉƌŽĐĞĞĚďǇŝƚǇĂŶĚďĞĐŽŵƉůĞƚ ĞĚǁŝƚŚŝŶƚŚĞƚŝŵĞƐƉĞĐŝĨŝĞĚŝŶƚŚĞdĂƐŬ ĞƐĐƌŝƉƚŝŽŶĨŽƌƚŚĞƉƌŽũĞĐƚ;ƐĞĞƉĂƌĂŐƌĂƉŚϱďĞůŽǁͿ͘ǆƚĞŶƐŝŽŶƐŽĨƚŝŵĞĨŽƌĂƐƉĞĐŝĨŝĐdĂƐŬĞƐĐƌŝƉƚŝŽŶŵĂǇ ďĞŐƌĂŶƚĞĚŝĨƌĞƋƵĞƐƚĞĚďǇŽŶƚƌĂĐƚŽƌĂŶĚĂŐƌĞĞĚƚŽŝŶǁƌŝƚŝŶŐďǇƚŚĞŝƚǇDĂŶĂŐĞƌŽƌƚŚĞŝǀŝƐŝŽŶŝƌĞĐƚŽƌ Attachment AS
W^ϮϱͲϯϴϭϵD/

June 24, 2025
Item #6 Page 631 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB June
27th
W^ϮϱͲϯϴϭϵD/
WĂŐĞϮ ŝƚǇƚƚŽƌŶĞǇƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
;͞ŝƌĞĐƚŽƌ͟ͿĂƐĂƵƚŚŽƌŝǌĞĚďǇƚŚĞŝƚǇDĂŶĂŐĞƌ͘dŚĞŝƚǇDĂŶĂŐĞ ƌŽƌŝƌĞĐƚŽƌǁŝůůŐŝǀĞĂůůŽǁĂŶĐĞĨŽƌ ĚŽĐƵŵĞŶƚĞĚĂŶĚƐƵďƐƚĂŶƚŝĂƚĞĚƵŶĨŽƌĞƐĞĞĂďůĞĂŶĚƵŶĂǀŽŝĚĂďůĞĚĞůĂ ǇƐŶŽƚĐĂƵƐĞĚďǇĂůĂĐŬŽĨĨŽƌĞƐŝŐŚƚ ŽŶƚŚĞƉĂƌƚŽĨŽŶƚƌĂĐƚŽƌ͕ŽƌĚĞůĂǇƐĐĂƵƐĞĚďǇŝƚǇŝŶĂĐƚŝŽŶŽƌŽƚŚĞƌĂŐĞŶĐŝĞƐΖůĂĐŬŽĨƚŝŵĞůǇĂĐƚŝŽŶ͘/ŶŶŽ ĞǀĞŶƚƐŚĂůůĂƐƉĞĐŝĨŝĐdĂƐŬĞƐĐƌŝƉƚŝŽŶĞǆĐĞĞĚƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘

ϱ͘ KDWE^d/KE
dŚĞĐƵŵƵůĂƚŝǀĞƚŽƚĂůĨŽƌĂůůƉƌŽũĞĐƚƐĂůůŽǁĞĚƉƵƌƐƵĂŶƚƚŽƚŚŝƐ ŐƌĞĞŵĞŶƚǁŝůůŶŽƚĞǆĐĞĞĚĞŝŐŚƚŚƵŶĚƌĞĚ ƚŚŽƵƐĂŶĚĚŽůůĂƌƐ;ΨϴϬϬ͕ϬϬϬͿƉĞƌŐƌĞĞŵĞŶƚǇĞĂƌ͘/ĨƚŚĞŝƚǇĞǆƚĞŶĚƐƚŚĞŐƌĞĞŵĞŶƚƉƵƌƐƵĂŶƚƚŽ^ĞĐƚŝŽŶ ϯ͕ƚŚĞĐŽƐƚƐŽĨƐĞƌǀŝĐĞƐŵĂǇŝŶĐƌĞĂƐĞďǇĂŵĂǆŝŵƵŵŽĨϮйƉĞƌŐƌĞĞŵĞŶƚǇĞĂƌ͕ŝĨĂŐƌĞĞĚƚŽďǇďŽƚŚƉĂƌƚŝĞƐ͘ &ĞĞƐǁŝůůďĞƉĂŝĚŽŶĂƉƌŽũĞĐƚͲďǇͲƉƌŽũĞĐƚďĂƐŝƐĂŶĚǁŝůůďĞďĂƐ ĞĚŽŶŽŶƚƌĂĐƚŽƌ͛Ɛ^ĐŚĞĚƵůĞŽĨZĂƚĞƐ ƐƉĞĐŝĨŝĞĚŝŶǆŚŝďŝƚ͘͟͞WĂǇŵĞŶƚƚĞƌŵƐĂƌĞEĞƚϯϬƵŶůĞƐƐŽƚŚĞƌǁŝƐĞƉƌŽǀŝĚĞĚŝŶǆŚŝďŝƚ͟͞ŽƌĂŐƌĞĞĚƚŽ ŝŶǁƌŝƚŝŶŐďǇƚŚĞƉĂƌƚŝĞƐ͘WƌŝŽƌƚŽŝŶŝƚŝĂƚŝŽŶŽĨĂŶǇƉƌŽũĞĐƚǁŽƌŬďǇŽŶƚƌĂĐƚŽƌ͕ŝƚǇƐŚĂůůƉƌĞƉĂƌĞĂWƌŽũĞĐƚ dĂƐŬĞƐĐƌŝƉƚŝŽŶĂŶĚ&ĞĞůůŽƚŵĞŶƚ;ΗdĂƐŬĞƐĐƌŝƉƚŝŽŶΗͿǁŚŝĐŚ͕ƵƉŽŶƐŝŐŶĂƚƵƌĞďǇŽŶƚƌĂĐƚŽƌĂŶĚĨŽƌŝƚǇ͕ ƚŚĞŝƚǇDĂŶĂŐĞƌŽƌŝƌĞĐƚŽƌ͕ǁŝůůďĞĐŽŶƐŝĚĞƌĞĚĂƉĂƌƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘dŚĞdĂƐŬĞƐĐƌŝƉƚŝŽŶǁŝůůŝŶĐůƵĚĞ ĂĚĞƚĂŝůĞĚƐĐŽƉĞŽĨƐĞƌǀŝĐĞƐĨŽƌƚŚĞƉĂƌƚŝĐƵůĂƌƉƌŽũĞĐƚďĞŝŶŐĐ ŽŶƐŝĚĞƌĞĚĂŶĚĂƐƚĂƚĞŵĞŶƚŽĨŽŶƚƌĂĐƚŽƌΖƐ ĨĞĞƚŽĐŽŵƉůĞƚĞƚŚĞƉƌŽũĞĐƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐƉĞĐŝĨŝĞĚƐĐ ŽƉĞŽĨƐĞƌǀŝĐĞƐ͘dŚĞdĂƐŬĞƐĐƌŝƉƚŝŽŶǁŝůů ĂůƐŽŝŶĐůƵĚĞĂĚĞƐĐƌŝƉƚŝŽŶŽĨƚŚĞŵĞƚŚŽĚŽĨƉĂǇŵĞŶƚĂŶĚǁŝůůďĞďĂƐĞĚƵƉŽŶĂŶŚŽƵƌůǇƌĂƚĞ͕ƉĞƌĐĞŶƚĂŐĞ ŽĨƉƌŽũĞĐƚĐŽŵƉůĞƚĞ͕ĐŽŵƉůĞƚŝŽŶŽĨƐƉĞĐŝĨŝĐƉƌŽũĞĐƚƚĂƐŬƐŽƌĂĐŽŵďŝŶĂƚŝŽŶŽĨƚŚĞƐĞ͘

ϲ͘ Wh>/tKZ<^
ϲ͘ϭWƌĞǀĂŝůŝŶŐtĂŐĞZĂƚĞƐ͘ŶǇĐŽŶƐƚƌƵĐƚŝŽŶ͕ĂůƚĞƌĂƚŝŽŶ͕ĚĞŵŽůŝƚŝŽŶ͕ƌĞƉĂŝƌ͕ĂŶĚŵĂŝŶƚĞŶĂŶĐĞǁŽƌŬ͕ ŝŶĐůƵĚŝŶŐǁŽƌŬƉĞƌĨŽƌŵĞĚĚƵƌŝŶŐĚĞƐŝŐŶĂŶĚƉƌĞĐŽŶƐƚƌƵĐƚŝŽŶƐƵĐŚĂƐŝŶƐƉĞĐƚŝŽŶĂŶĚůĂŶĚƐƵƌǀĞǇŝŶŐǁŽƌŬ͕ ĐƵŵƵůĂƚŝǀĞůǇĞǆĐĞĞĚŝŶŐΨϭ͕ϬϬϬĂŶĚƉĞƌĨŽƌŵĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶ ƚĐŽŶƐƚŝƚƵƚĞ͞ƉƵďůŝĐǁŽƌŬƐ͟ƵŶĚĞƌ ĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϮϬĞƚƐĞƋ͘ĂŶĚĂƌĞƐƵďũĞĐƚƚŽƐ ƚĂƚĞƉƌĞǀĂŝůŝŶŐǁĂŐĞůĂǁƐ͘dŚĞŐĞŶĞƌĂů ƉƌĞǀĂŝůŝŶŐƌĂƚĞŽĨǁĂŐĞƐ͕ĨŽƌĞĂĐŚĐƌĂĨƚŽƌƚǇƉĞŽĨǁŽƌŬĞƌŶĞĞĚ ĞĚƚŽĞǆĞĐƵƚĞƚŚĞĐŽŶƚƌĂĐƚ͕ƐŚĂůůďĞƚŚŽƐĞ ĂƐĚĞƚĞƌŵŝŶĞĚďǇƚŚĞŝƌĞĐƚŽƌŽĨ/ŶĚƵƐƚƌŝĂůZĞůĂƚŝŽŶƐƉƵƌƐƵĂŶƚ ƚŽƚŚĞ^ĞĐƚŝŽŶϭϳϳϬ͕ϭϳϳϯĂŶĚϭϳϳϯ͘ϭŽĨ ƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͘WƵƌƐƵĂŶƚƚŽ^ĞĐƚŝŽŶϭϳϳϯ͘ϮŽĨƚŚĞĂ ůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͕ĂĐƵƌƌĞŶƚĐŽƉǇŽĨ ĂƉƉůŝĐĂďůĞǁĂŐĞƌĂƚĞƐŝƐŽŶĨŝůĞŝŶƚŚĞŽĨĨŝĐĞŽĨƚŚĞŝƚǇŶŐŝ ŶĞĞƌ͘ŽŶƚƌĂĐƚŽƌƐŚĂůůŶŽƚƉĂǇůĞƐƐƚŚĂŶƚŚĞ ƐƉĞĐŝĨŝĞĚƉƌĞǀĂŝůŝŶŐƌĂƚĞƐŽĨǁĂŐĞƐƚŽĂůůƐƵĐŚǁŽƌŬĞƌƐĞŵƉůŽǇĞĚďǇŽŶƚƌĂĐƚŽƌŝŶƚŚĞĞǆĞĐƵƚŝŽŶŽĨƚŚĞ ŐƌĞĞŵĞŶƚ͘ŽŶƚƌĂĐƚŽƌĂŶĚĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌƐƐŚĂůůĐŽŵƉůǇǁŝƚŚ^ĞĐƚŝŽŶϭϳϳϲŽĨƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌ ŽĚĞ͕ǁŚŝĐŚŐĞŶĞƌĂůůǇƌĞƋƵŝƌĞƐŬĞĞƉŝŶŐĂĐĐƵƌĂƚĞƉĂǇƌŽůůƌĞĐŽƌĚƐ͕ǀĞƌŝĨǇŝŶŐĂŶĚĐĞƌƚŝĨǇŝŶŐƉĂǇƌŽůůƌĞĐŽƌĚƐ͕ ĂŶĚŵĂŬŝŶŐƚŚĞŵĂǀĂŝůĂďůĞĨŽƌŝŶƐƉĞĐƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌƐŚĂůůƌĞƋƵŝƌĞĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌƐƚŽĐŽŵƉůǇǁŝƚŚ ^ĞĐƚŝŽŶϭϳϳϲ͘

ϲ͘Ϯ/ZZĞŐŝƐƚƌĂƚŝŽŶ͘ĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϮϱ͘ϱƌĞƋƵŝƌĞƐƚŚĞŽŶƚƌĂĐƚŽƌĂŶĚĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌ ƉĞƌĨŽƌŵŝŶŐ ĂŶǇ ƉƵďůŝĐ ǁŽƌŬ ƵŶĚĞƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ƚŽ ďĞ ĐƵƌƌĞŶƚůǇ ƌĞŐŝƐƚĞƌĞĚ ǁŝƚŚ ƚŚĞ ĂůŝĨŽƌŶŝĂ ĞƉĂƌƚŵĞŶƚŽĨ/ŶĚƵƐƚƌŝĂůZĞůĂƚŝŽŶƐ;/ZͿ͕ĂƐƐƉĞĐŝĨŝĞĚŝŶĂůŝĨ ŽƌŶŝĂ>ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϮϱ͘ϱ͘ĂůŝĨŽƌŶŝĂ >ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϳϭ͘ϭƉƌŽǀŝĚĞƐƚŚĂƚĂĐŽŶƚƌĂĐƚŽƌŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐŚĂůůŶŽƚďĞƋƵĂůŝĨŝĞĚƚŽĞŶŐĂŐĞŝŶ ƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨĂŶǇĐŽŶƚƌĂĐƚĨŽƌƉƵďůŝĐǁŽƌŬƵŶůĞƐƐĐƵƌƌĞŶƚůǇƌĞŐŝƐƚĞƌĞĚĂŶĚƋƵĂůŝĨŝĞĚƚŽƉĞƌĨŽƌŵ ƉƵďůŝĐǁŽƌŬƉƵƌƐƵĂŶƚƚŽĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ^ĞĐƚŝŽŶϭϳϮϱ͘ϱ͘WƌŝŽƌƚŽƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƉƵďůŝĐǁŽƌŬďǇ ĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͕ŽŶƚƌĂĐƚŽƌŵƵƐƚĨƵƌŶŝƐŚ ŝƚǇǁŝƚŚƚŚĞƐƵďĐŽŶƚƌĂĐƚŽƌΖƐĐƵƌƌĞŶƚ /ZƌĞŐŝƐƚƌĂƚŝŽŶŶƵŵďĞƌ͘

ϳ͘ KE^dZhd/KEDE'DEd^K&dtZ
WƌŽĐŽƌĞ WƌŽũĞĐƚ DĂŶĂŐĞŵĞŶƚ ĂŶĚ ŽůůĂďŽƌĂƚŝŽŶ ^ǇƐƚĞŵ͘ dŚŝƐ ƉƌŽũĞĐƚ ŵĂǇ ƵƚŝůŝǌĞ ŝƚǇ͛Ɛ WƌŽĐŽƌĞ ;ǁǁǁ͘ƉƌŽĐŽƌĞ͘ĐŽŵͿŽŶůŝŶĞƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĂŶĚĚŽĐƵŵĞŶƚĐŽŶƚƌŽůƉůĂƚĨŽƌŵ͘dŚĞŝ ŶƚĞŶƚŽĨƵƚŝůŝǌŝŶŐ WƌŽĐŽƌĞŝƐƚŽƌĞĚƵĐĞĐŽƐƚĂŶĚƐĐŚĞĚƵůĞƌŝƐŬ͕ŝŵƉƌŽǀĞƋƵĂůŝƚǇĂŶ ĚƐĂĨĞƚǇ͕ĂŶĚŵĂŝŶƚĂŝŶĂŚĞĂůƚŚǇƚĞĂŵ ĚǇŶĂŵŝĐ ďǇ ŝŵƉƌŽǀŝŶŐ ŝŶĨŽƌŵĂƚŝŽŶ ĨůŽǁ͕ ƌĞĚƵĐŝŶŐ ŶŽŶͲƉƌŽĚƵĐƚŝǀĞĂĐƚŝǀŝƚŝĞƐ͕ ƌĞĚƵĐŝŶŐ ƌĞǁŽƌŬ ĂŶĚ ĚĞĐƌĞĂƐŝŶŐƚƵƌŶĂƌŽƵŶĚƚŝŵĞƐ͘ŽŶƚƌĂĐƚŽƌŝƐƌĞƋƵŝƌĞĚƚŽĐƌĞĂƚĞĂĨƌĞĞǁĞďͲďĂƐĞĚWƌŽĐŽƌĞƵƐĞƌĂĐĐŽƵŶƚ;ƐͿ ĂŶĚƵƚŝůŝǌĞǁĞďͲďĂƐĞĚƚƌĂŝŶŝŶŐͬƚƵƚŽƌŝĂůƐ;ĂƐŶĞĞĚĞĚͿƚŽďĞĐŽŵĞ ĨĂŵŝůŝĂƌǁŝƚŚƚŚĞƐǇƐƚĞŵ͘hŶůĞƐƐƚŚĞŝƚǇ

June 24, 2025
Item #6 Page 632 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB W^ϮϱͲϯϴϭϵD/
WĂŐĞϯ ŝƚǇƚƚŽƌŶĞǇƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ŶŐŝŶĞĞƌĂƉƉƌŽǀĞƐŽƚŚĞƌǁŝƐĞ͕ŽŶƚƌĂĐƚŽƌƐŚĂůůƉƌŽĐĞƐƐĂůůƉƌŽũĞ ĐƚĚŽĐƵŵĞŶƚƐƚŚƌŽƵŐŚWƌŽĐŽƌĞďĞĐĂƵƐĞ ƚŚŝƐƉůĂƚĨŽƌŵǁŝůůďĞƵƐĞĚƚŽƐƵďŵŝƚ͕ƚƌĂĐŬ͕ĚŝƐƚƌŝďƵƚĞĂŶĚĐŽů ůĂďŽƌĂƚĞŽŶƉƌŽũĞĐƚƐ͘/ĨƵŶĨĂŵŝůŝĂƌŽƌŶŽƚ ŽƚŚĞƌǁŝƐĞƚƌĂŝŶĞĚǁŝƚŚWƌŽĐŽƌĞ͕ŽŶƚƌĂĐƚŽƌĂŶĚĂƉƉůŝĐĂďůĞƚĞĂŵŵĞŵďĞƌƐƐŚĂůůĐŽŵƉůĞƚĞĂĨƌĞĞƚƌĂŝŶŝŶŐ ĐĞƌƚŝĨŝĐĂƚŝŽŶĐŽƵƌƐĞůŽĐĂƚĞĚĂƚŚƚƚƉ͗ͬͬůĞĂƌŶ͘ƉƌŽĐŽƌĞ͘ĐŽŵͬƉƌŽĐŽƌĞͲĐĞƌƚŝĨŝĐĂƚŝŽŶͲƐƵďĐŽŶƚƌĂĐƚŽƌ͘ŽŶƚƌĂĐƚŽƌ ŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌĂƚƚĂŝŶŝŶŐŽŶƚƌĂĐƚŽƌ͛ƐŽǁŶWƌŽĐŽƌĞƐƵƉƉŽƌƚ͕ ĂƐŶĞĞĚĞĚ͕ĞŝƚŚĞƌƚŚƌŽƵŐŚƚŚĞŽŶůŝŶĞ ƚƌĂŝŶŝŶŐŽƌƌĞĂĐŚŝŶŐŽƵƚƚŽƚŚĞWƌŽĐŽƌĞƐƵƉƉŽƌƚƚĞĂŵ͘/ƚǁŝůůďĞƚŚĞƌĞƐƉŽŶƐŝďŝůŝƚǇŽĨŽŶƚƌĂĐƚŽƌƚŽƌĞŐƵůĂƌůǇ ĐŚĞĐŬWƌŽĐŽƌĞĂŶĚƌĞǀŝĞǁƵƉĚĂƚĞĚĚŽĐƵŵĞŶƚƐĂƐƚŚĞǇĂƌĞĂĚĚĞĚ͘dŚĞƌĞǁŝůůďĞŶŽĐŽƐƚƚŽŽŶƚƌĂĐƚŽƌĨŽƌ ƵƐĞŽĨWƌŽĐŽƌĞ͘

/ƚ ŝƐ ƌĞĐŽŵŵĞŶĚĞĚ ƚŚĂƚ ŽŶƚƌĂĐƚŽƌ ƉƌŽǀŝĚĞ ŵŽďŝůĞ ĂĐĐĞƐƐ ĨŽƌ tŝŶ ĚŽǁƐ͕ ŝK^ ůŽĐĂƚĞĚ Ăƚ ŚƚƚƉƐ͗ͬͬĂƉƉƐ͘ĂƉƉůĞ͘ĐŽŵͬƵƐͬĂƉƉͬƉƌŽĐŽƌĞͲĐŽŶƐƚƌƵĐƚŝŽŶͲŵĂŶĂŐĞŵĞŶƚͬŝĚϯϳϰϵϯϬϱϰϮ Žƌ ŶĚƌŽŝĚ ĚĞǀŝĐĞƐ ůŽĐĂƚĞĚĂƚ ŚƚƚƉƐ͗ͬͬƉůĂǇ͘ŐŽŽŐůĞ͘ĐŽŵͬƐƚŽƌĞͬĂƉƉƐͬĚĞƚĂŝůƐ͍ŝĚсĐŽŵ͘ƉƌŽĐŽƌĞ͘ĂĐƚŝǀŝƚŝĞƐǁŝƚŚƚŚĞWƌŽĐŽƌĞƉƉ ŝŶƐƚĂůůĞĚƚŽĂƚůĞĂƐƚŽŶĞŽŶͲƐŝƚĞŝŶĚŝǀŝĚƵĂůƚŽƉƌŽǀŝĚĞƌĞĂůͲƚŝ ŵĞĂĐĐĞƐƐƚŽĐƵƌƌĞŶƚƉŽƐƚĞĚĚƌĂǁŝŶŐƐ͕ ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ƌĞƋƵĞƐƚƐĨŽƌŝŶĨŽƌŵĂƚŝŽŶ͕ƐƵďŵŝƚƚĂůƐ͕ƐĐŚĞĚƵůĞƐ͕ĐŚĂŶŐĞŽƌĚĞƌƐ͕ƉƌŽũĞĐƚĚŽĐƵŵĞŶƚƐ͕ĂƐǁĞůů ĂƐĂŶǇĚĞĨŝĐŝĞŶƚŽďƐĞƌǀĂƚŝŽŶƐŽƌƉƵŶĐŚůŝƐƚŝƚĞŵƐ͘WƌŽǀŝĚŝŶŐŵŽ ďŝůĞĂĐĐĞƐƐǁŝůůŝŵƉƌŽǀĞĐŽŵŵƵŶŝĐĂƚŝŽŶ͕ ĞĨĨŝĐŝĞŶĐǇ͕ĂŶĚƉƌŽĚƵĐƚŝǀŝƚǇĨŽƌĂůůƉĂƌƚŝĞƐ͘dŚĞƵƐĞŽĨWƌŽĐŽƌ ĞĨŽƌƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĚŽĞƐŶŽƚƌĞůŝĞǀĞ ŽŶƚƌĂĐƚŽƌŽĨĂŶǇŽƚŚĞƌƌĞƋƵŝƌĞŵĞŶƚƐĂƐŵĂǇďĞƐƉĞĐŝĨŝĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚŽƌdĂƐŬĞƐĐƌŝƉƚŝŽŶƐ͘

ϴ͘ ^ddh^K&KEdZdKZ
ŽŶƚƌĂĐƚŽƌǁŝůůƉĞƌĨŽƌŵƚŚĞ^ĞƌǀŝĐĞƐŝŶŽŶƚƌĂĐƚŽƌΖƐŽǁŶǁĂǇĂƐĂŶŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌĂŶĚŝŶƉƵƌƐƵŝƚ ŽĨŽŶƚƌĂĐƚŽƌΖƐŝŶĚĞƉĞŶĚĞŶƚĐĂůůŝŶŐ͕ĂŶĚŶŽƚĂƐĂŶĞŵƉůŽǇĞĞŽĨŝƚǇ͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƵŶĚĞƌƚŚĞĐŽŶƚƌŽů ŽĨŝƚǇŽŶůǇĂƐƚŽƚŚĞƌĞƐƵůƚƚŽďĞĂĐĐŽŵƉůŝƐŚĞĚ͕ďƵƚǁŝůůĐŽŶƐƵůƚǁŝƚŚŝƚǇĂƐŶĞĐĞƐƐĂƌǇ͘dŚĞƉĞƌƐŽŶƐƵƐĞĚ ďǇŽŶƚƌĂĐƚŽƌƚŽƉƌŽǀŝĚĞƐĞƌǀŝĐĞƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůŶŽƚďĞĐŽŶƐŝĚĞƌĞĚĞŵƉůŽǇĞĞƐŽĨŝƚǇĨŽƌĂŶǇ ƉƵƌƉŽƐĞƐ͘

dŚĞƉĂǇŵĞŶƚŵĂĚĞƚŽŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƚŚĞĨƵůůĂŶĚĐŽŵƉůĞƚĞĐŽŵƉĞŶƐĂƚŝŽŶ ƚŽǁŚŝĐŚŽŶƚƌĂĐƚŽƌŝƐĞŶƚŝƚůĞĚ͘ŝƚǇǁŝůůŶŽƚŵĂŬĞĂŶǇĨĞĚĞƌĂů ŽƌƐƚĂƚĞƚĂǆǁŝƚŚŚŽůĚŝŶŐƐŽŶďĞŚĂůĨŽĨ ŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŝƚǇǁŝů ůŶŽƚďĞƌĞƋƵŝƌĞĚƚŽƉĂǇĂŶǇǁŽƌŬĞƌƐΖ ĐŽŵƉĞŶƐĂƚŝŽŶŝŶƐƵƌĂŶĐĞŽƌƵŶĞŵƉůŽǇŵĞŶƚĐŽŶƚƌŝďƵƚŝŽŶƐŽŶďĞŚĂůĨ ŽĨŽŶƚƌĂĐƚŽƌŽƌŝƚƐĞŵƉůŽǇĞĞƐŽƌ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŽŝŶĚĞŵŶŝĨǇŝƚǇǁŝƚŚŝŶƚŚŝƌ ƚǇ;ϯϬͿĚĂǇƐĨŽƌĂŶǇƚĂǆ͕ƌĞƚŝƌĞŵĞŶƚ ĐŽŶƚƌŝďƵƚŝŽŶ͕ƐŽĐŝĂůƐĞĐƵƌŝƚǇ͕ŽǀĞƌƚŝŵĞƉĂǇŵĞŶƚ͕ƵŶĞŵƉůŽǇŵĞŶƚƉ ĂǇŵĞŶƚŽƌǁŽƌŬĞƌƐΖĐŽŵƉĞŶƐĂƚŝŽŶ ƉĂǇŵĞŶƚǁŚŝĐŚŝƚǇŵĂǇďĞƌĞƋƵŝƌĞĚƚŽŵĂŬĞŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐ ƚŽƌŽƌĂŶǇĂŐĞŶƚ͕ĞŵƉůŽǇĞĞ͕Žƌ ƐƵďĐŽŶƚƌĂĐƚŽƌŽĨŽŶƚƌĂĐƚŽƌĨŽƌǁŽƌŬĚŽŶĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ƚƚŚĞŝƚǇ͛ƐĞůĞĐƚŝŽŶ͕ŝƚǇŵĂǇĚĞĚƵĐƚ ƚŚĞŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶĂŵŽƵŶƚĨƌŽŵĂŶǇďĂůĂŶĐĞŽǁŝŶŐƚŽŽŶƚƌĂĐƚŽƌ͘

ϵ͘ KEdZdKZs>hd/KE^
tŽƌŬƉĞƌĨŽƌŵĞĚƵŶĚĞƌƚŚŝƐDĂƐƚĞƌ^ĞƌǀŝĐĞƐŐƌĞĞŵĞŶƚŵĂǇďĞƐƵďũĞĐƚƚŽƚŚĞŝƚǇ͛ƐĐŽŶƚƌĂĐƚŽƌĞǀĂůƵĂƚŝŽŶ ƉƌŽŐƌĂŵ͘ WƌŝŽƌ ƚŽ ƚŚĞ ƌĞůĞĂƐĞ ŽĨ ĂŶǇ ƚĂƐŬ ŽƌĚĞƌƐ͕ ƚŚĞ ŽŶƚƌĂĐƚŽƌ ǁŝůů ďĞ ŶŽƚŝĨŝĞĚ ŽĨ ƚŚĞ ƉƌŽŐƌĂŵ ƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚǁŝůůƌĞĐĞŝǀĞĂĐŽƉǇŽĨƚŚĞĞǀĂůƵĂƚŝŽŶĐƌŝƚĞƌŝĂĂŶĚƉƌŽĐĞƐƐ͘dŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉĞƌĨŽƌŵĂŶĐĞ ŵĂǇďĞĞǀĂůƵĂƚĞĚĂŶĚƚŚĞƌĞƐƵůƚƐǁŝůůďĞĐŽŶƐŝĚĞƌĞĚĨŽƌĨƵƚƵƌĞƚĂƐŬŽƌĚĞƌƐŽƌĂŐƌĞĞŵĞŶƚƐ͘

ϭϬ͘ ^hKEdZd/E'
ŽŶƚƌĂĐƚŽƌǁŝůůŶŽƚƐƵďĐŽŶƚƌĂĐƚĂŶǇƉŽƌƚŝŽŶŽĨƚŚĞ^ĞƌǀŝĐĞƐǁŝƚ ŚŽƵƚƉƌŝŽƌǁƌŝƚƚĞŶĂƉƉƌŽǀĂůŽĨŝƚǇ͘/Ĩ ŽŶƚƌĂĐƚŽƌƐƵďĐŽŶƚƌĂĐƚƐĂŶǇŽĨƚŚĞ^ĞƌǀŝĐĞƐ͕ŽŶƚƌĂĐƚŽƌǁŝůůďĞ ĨƵůůǇƌĞƐƉŽŶƐŝďůĞƚŽŝƚǇĨŽƌƚŚĞĂĐƚƐĂŶĚ ŽŵŝƐƐŝŽŶƐŽĨŽŶƚƌĂĐƚŽƌΖƐƐƵďĐŽŶƚƌĂĐƚŽƌĂŶĚŽĨƚŚĞƉĞƌƐŽŶƐĞŝƚŚ ĞƌĚŝƌĞĐƚůǇŽƌŝŶĚŝƌĞĐƚůǇĞŵƉůŽǇĞĚďǇƚŚĞ ƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂƐŽŶƚƌĂĐƚŽƌŝƐĨŽƌƚŚĞĂĐƚƐĂŶĚŽŵŝƐƐŝŽŶƐŽĨƉ ĞƌƐŽŶƐĚŝƌĞĐƚůǇĞŵƉůŽǇĞĚďǇŽŶƚƌĂĐƚŽƌ͘ EŽƚŚŝŶŐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůĐƌĞĂƚĞĂŶǇĐŽŶƚƌĂĐƚƵĂůƌĞůĂƚŝŽŶƐŚŝƉďĞƚǁĞĞŶĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌ ŽĨŽŶƚƌĂĐƚŽƌĂŶĚŝƚǇ͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƉĂǇŵĞŶƚŽĨƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŽŶƚƌĂĐƚŽƌǁŝůůďŝŶĚ

June 24, 2025
Item #6 Page 633 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB W^ϮϱͲϯϴϭϵD/
WĂŐĞϰ ŝƚǇƚƚŽƌŶĞǇƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ĞǀĞƌǇ ƐƵďĐŽŶƚƌĂĐƚŽƌ ĂŶĚ ĞǀĞƌǇ ƐƵďĐŽŶƚƌĂĐƚŽƌ ŽĨ Ă ƐƵďĐŽŶƚƌĂĐƚŽƌďǇ ƚŚĞ ƚĞƌŵƐ ŽĨ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ĂƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚŽƌΖƐǁŽƌŬƵŶůĞƐƐƐƉĞĐŝĨŝĐĂůůǇŶŽƚĞĚƚŽƚŚĞĐŽŶƚƌĂƌǇŝŶƚŚĞƐƵďĐŽŶƚƌĂĐƚĂŶĚĂƉƉƌŽǀĞĚ ŝŶǁƌŝƚŝŶŐďǇŝƚǇ͘

ϭϭ͘ Kd,ZKEdZdKZ^
dŚĞŝƚǇƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĞŵƉůŽǇŽƚŚĞƌŽŶƚƌĂĐƚŽƌƐŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚĞ^ĞƌǀŝĐĞƐ͘

ϭϮ͘ /EDE/&/d/KE
ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŽĚĞĨĞŶĚ;ǁŝƚŚĐŽƵŶƐĞůĂƉƉƌŽǀĞĚďǇƚŚĞŝƚǇͿ ͕ŝŶĚĞŵŶŝĨǇ͕ĂŶĚŚŽůĚŚĂƌŵůĞƐƐƚŚĞŝƚǇ ĂŶĚŝƚƐŽĨĨŝĐĞƌƐ͕ĞůĞĐƚĞĚĂŶĚĂƉƉŽŝŶƚĞĚŽĨĨŝĐŝĂůƐ͕ĞŵƉůŽǇĞĞƐĂŶĚǀŽůƵŶƚĞĞƌƐĨƌŽŵĂŶĚĂŐĂŝŶƐƚĂůůĐůĂŝŵƐ͕ ĚĂŵĂŐĞƐ͕ůŽƐƐĞƐĂŶĚĞǆƉĞŶƐĞƐŝŶĐůƵĚŝŶŐĂƚƚŽƌŶĞǇ͛ƐĨĞĞƐĂƌŝƐŝŶŐ ŽƵƚŽĨƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞǁŽƌŬ ĚĞƐĐƌŝďĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚdĂƐŬĞƐĐƌŝƉƚŝŽŶƐĐĂƵƐĞĚďǇĂŶǇ ǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚŽƌŶĞŐůŝŐĞŶƚĂĐƚŽƌ ŽŵŝƐƐŝŽŶŽĨƚŚĞŽŶƚƌĂĐƚŽƌ͕ĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂŶǇŽŶĞĚŝƌĞĐƚůǇŽƌŝŶĚŝƌĞĐƚůǇĞŵƉůŽǇĞĚďǇĂŶǇŽĨƚŚĞŵŽƌ ĂŶǇŽŶĞĨŽƌǁŚŽƐĞĂĐƚƐĂŶǇŽĨƚŚĞŵŵĂǇďĞůŝĂďůĞ͘

/Ĩ ŽŶƚƌĂĐƚŽƌ͛Ɛ ŽďůŝŐĂƚŝŽŶ ƚŽ ĚĞĨĞŶĚ͕ ŝŶĚĞŵŶŝĨǇ͕ ĂŶĚͬŽƌ ŚŽůĚ ŚĂƌŵůĞƐƐ ĂƌŝƐĞƐ ŽƵƚ ŽĨ ŽŶƚƌĂĐƚŽƌ͛Ɛ ƉĞƌĨŽƌŵĂŶĐĞĂƐĂ͞ĚĞƐŝŐŶƉƌŽĨĞƐƐŝŽŶĂů͟;ĂƐƚŚĂƚƚĞƌŵŝƐĚĞĨŝŶĞĚ ƵŶĚĞƌĂůŝĨŽƌŶŝĂŝǀŝůŽĚĞ^ĞĐƚŝŽŶ ϮϳϴϮ͘ϴͿ͕ƚŚĞŶ͕ĂŶĚŽŶůǇƚŽƚŚĞĞǆƚĞŶƚƌĞƋƵŝƌĞĚďǇĂůŝĨŽƌŶŝĂŝ ǀŝůŽĚĞ^ĞĐƚŝŽŶϮϳϴϮ͘ϴ͕ǁŚŝĐŚŝƐĨƵůůǇ ŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͕ ŽŶƚƌĂĐƚŽƌ͛ƐŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶŽďůŝŐĂƚŝŽŶƐŚĂůůďĞůŝŵŝƚĞĚƚŽĐůĂŝŵƐƚŚĂƚ ĂƌŝƐĞŽƵƚŽĨ͕ƉĞƌƚĂŝŶƚŽ͕ŽƌƌĞůĂƚĞƚŽƚŚĞŶĞŐůŝŐĞŶĐĞ͕ƌĞĐŬůĞƐƐŶĞƐƐ͕ŽƌǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚŽĨƚŚĞŽŶƚƌĂĐƚŽƌ͕ ĂŶĚ͕ƵƉŽŶŽŶƚƌĂĐƚŽƌŽďƚĂŝŶŝŶŐĂĨŝŶĂůĂĚũƵĚŝĐĂƚŝŽŶďǇĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌ͛Ɛ ůŝĂďŝůŝƚǇĨŽƌƐƵĐŚĐůĂŝŵ͕ŝŶĐůƵĚŝŶŐƚŚĞĐŽƐƚƚŽĚĞĨĞŶĚ͕ƐŚĂůůŶŽƚĞǆĐĞĞĚƚŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉƌŽƉŽƌƚŝŽŶĂƚĞ ƉĞƌĐĞŶƚĂŐĞŽĨĨĂƵůƚ͘

dŚĞƉĂƌƚŝĞƐĞǆƉƌĞƐƐůǇĂŐƌĞĞƚŚĂƚĂŶǇƉĂǇŵĞŶƚ͕ĂƚƚŽƌŶĞǇƐĨĞĞ͕ĐŽ ƐƚŽƌĞǆƉĞŶƐĞŝƚǇŝŶĐƵƌƐŽƌŵĂŬĞƐƚŽŽƌ ŽŶďĞŚĂůĨŽĨĂŶŝŶũƵƌĞĚĞŵƉůŽǇĞĞƵŶĚĞƌƚŚĞŝƚǇ͛ƐƐĞůĨͲĂĚŵŝŶŝƐƚĞƌĞĚǁŽƌŬĞƌƐ͛ĐŽŵƉĞŶƐĂƚŝŽŶƉƌŽŐƌĂŵŝƐ ŝŶĐůƵĚĞĚĂƐĂůŽƐƐ͕ĞǆƉĞŶƐĞŽƌĐŽƐƚĨŽƌƚŚĞƉƵƌƉŽƐĞƐŽĨƚŚŝƐƐĞĐƚŝŽŶ͕ĂŶĚƚŚĂƚƚŚŝƐƐĞĐƚŝŽŶǁŝůůƐƵƌǀŝǀĞƚŚĞ ĞǆƉŝƌĂƚŝŽŶŽƌĞĂƌůǇƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘

ϭϯ͘ /E^hZE
ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶĂŶĚŵĂŝŶƚĂŝŶĨŽƌƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞŐƌ ĞĞŵĞŶƚĂŶĚĂŶǇĂŶĚĂůůĂŵĞŶĚŵĞŶƚƐ͕ ŝŶƐƵƌĂŶĐĞĂŐĂŝŶƐƚĐůĂŝŵƐĨŽƌŝŶũƵƌŝĞƐƚŽƉĞƌƐŽŶƐŽƌĚĂŵĂŐĞƚŽƉ ƌŽƉĞƌƚǇǁŚŝĐŚŵĂǇĂƌŝƐĞŽƵƚŽĨŽƌŝŶ ĐŽŶŶĞĐƚŝŽŶǁŝƚŚƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞƐĞƌǀŝĐĞƐďǇŽŶƚƌĂĐƚŽƌŽƌŽ ŶƚƌĂĐƚŽƌ͛ƐĂŐĞŶƚƐ͕ƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐ͕ ĞŵƉůŽǇĞĞƐŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘dŚĞŝŶƐƵƌĂŶĐĞǁŝůůďĞŽďƚĂŝŶĞĚĨƌŽ ŵĂŶŝŶƐƵƌĂŶĐĞĐĂƌƌŝĞƌĂĚŵŝƚƚĞĚĂŶĚ ĂƵƚŚŽƌŝǌĞĚƚŽĚŽďƵƐŝŶĞƐƐŝŶƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͘dŚĞŝŶƐƵƌ ĂŶĐĞĐĂƌƌŝĞƌŝƐƌĞƋƵŝƌĞĚƚŽŚĂǀĞĂĐƵƌƌĞŶƚ ĞƐƚΖƐ<ĞǇZĂƚŝŶŐŽĨŶŽƚůĞƐƐƚŚĂŶΗͲ͗s//Η͖KZǁŝƚŚĂƐƵƌƉůƵƐůŝŶĞŝŶƐƵƌĞƌŽŶƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͛Ɛ>ŝƐƚŽĨ ƉƉƌŽǀĞĚ^ƵƌƉůƵƐ>ŝŶĞ/ŶƐƵƌĞƌƐ;>^>/ͿǁŝƚŚĂƌĂƚŝŶŐŝŶƚŚĞůĂƚĞƐƚĞƐƚ͛Ɛ<ĞǇZĂƚŝŶŐ'ƵŝĚĞŽĨĂƚůĞĂƐƚ͗͞y͖͟ KZĂŶĂůŝĞŶŶŽŶͲĂĚŵŝƚƚĞĚŝŶƐƵƌĞƌůŝƐƚĞĚďǇƚŚĞEĂƚŝŽŶĂůƐƐŽĐŝĂƚŝŽŶŽĨ/ŶƐƵƌĂŶĐĞŽŵŵŝƐƐŝŽŶĞƌƐ;E/Ϳ ůĂƚĞƐƚƋƵĂƌƚĞƌůǇůŝƐƚŝŶŐƐƌĞƉŽƌƚ͘

ϭϯ͘ϭ ŽǀĞƌĂŐĞƐĂŶĚ>ŝŵŝƚƐ͘ŽŶƚƌĂĐƚŽƌǁŝůůŵĂŝŶƚĂŝŶƚŚĞƚǇƉĞƐŽ ĨĐŽǀĞƌĂŐĞƐĂŶĚŵŝŶŝŵƵŵůŝŵŝƚƐ ŝŶĚŝĐĂƚĞĚďĞůŽǁ͕ƵŶůĞƐƐZŝƐŬDĂŶĂŐĞƌŽƌŝƚǇDĂŶĂŐĞƌĂƉƉƌŽǀĞƐĂ ůŽǁĞƌĂŵŽƵŶƚ͘dŚĞƐĞŵŝŶŝŵƵŵ ĂŵŽƵŶƚƐŽĨĐŽǀĞƌĂŐĞǁŝůůŶŽƚĐŽŶƐƚŝƚƵƚĞĂŶǇůŝŵŝƚĂƚŝŽŶƐŽƌĐĂƉŽŶŽŶƚƌĂĐƚŽƌΖƐŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶŽďůŝŐĂƚŝŽŶƐ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚǇ͕ŝƚƐŽĨĨŝĐĞƌƐ͕ĂŐĞŶƚƐĂŶĚĞŵƉůŽǇĞĞƐŵĂŬĞŶŽƌĞƉƌĞƐĞŶƚĂƚŝŽŶƚŚĂƚƚŚĞůŝŵŝƚƐŽĨ ƚŚĞŝŶƐƵƌĂŶĐĞƐƉĞĐŝĨŝĞĚƚŽďĞĐĂƌƌŝĞĚďǇŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽ ƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞĂĚĞƋƵĂƚĞƚŽƉƌŽƚĞĐƚ ŽŶƚƌĂĐƚŽƌ͘/ĨŽŶƚƌĂĐƚŽƌďĞůŝĞǀĞƐƚŚĂƚĂŶǇƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞ ĐŽǀĞƌĂŐĞŝƐŝŶĂĚĞƋƵĂƚĞ͕ŽŶƚƌĂĐƚŽƌǁŝůů ŽďƚĂŝŶƐƵĐŚĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞ͕ĂƐŽŶƚƌĂĐƚŽƌĚĞĞŵƐĂĚĞƋƵĂƚĞ͕ĂƚŽŶƚƌĂĐƚŽƌΖƐƐŽůĞĞǆƉĞŶƐĞ͘ dŚĞĨƵůůůŝŵŝƚƐĂǀĂŝůĂďůĞƚŽƚŚĞŶĂŵĞĚŝŶƐƵƌĞĚƐŚĂůůĂůƐŽďĞĂǀ ĂŝůĂďůĞĂŶĚĂƉƉůŝĐĂďůĞƚŽƚŚĞŝƚǇĂƐĂŶ ĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĞĚ͘

June 24, 2025
Item #6 Page 634 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB W^ϮϱͲϯϴϭϵD/
WĂŐĞϱ ŝƚǇƚƚŽƌŶĞǇƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ϭϯ͘ϭ͘ϭ ŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚǇ;'>Ϳ/ŶƐƵƌĂŶĐĞ͘/ŶƐƵƌĂŶĐĞǁƌŝƚƚĞŶŽŶĂŶ͞ŽĐĐƵƌƌĞŶĐĞ͟ďĂƐŝƐ͕ ŝŶĐůƵĚŝŶŐƉĞƌƐŽŶĂůĂŶĚĂĚǀĞƌƚŝƐŝŶŐŝŶũƵƌǇ͕ǁŝƚŚůŝŵŝƚƐŶŽůĞƐƐƚŚĂŶΨϮ͕ϬϬϬ͕ϬϬϬƉĞƌŽĐĐƵƌƌĞŶĐĞ͘/ĨĂŐĞŶĞƌĂů ĂŐŐƌĞŐĂƚĞůŝŵŝƚĂƉƉůŝĞƐ͕ĞŝƚŚĞƌƚŚĞŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞůŝŵŝƚƐŚĂůůĂƉƉůǇƐĞƉĂƌĂƚĞůǇƚŽƚŚŝƐƉƌŽũĞĐƚͬůŽĐĂƚŝŽŶ ŽƌƚŚĞŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞůŝŵŝƚƐŚĂůůďĞƚǁŝĐĞƚŚĞƌĞƋƵŝƌĞĚŽĐĐƵƌƌĞŶĐĞůŝŵŝƚ͘

ϭϯ͘ϭ͘Ϯ ƵƚŽŵŽďŝůĞ>ŝĂďŝůŝƚǇ͘;/ĨƚŚĞƵƐĞŽĨĂŶĂƵƚŽŵŽďŝůĞŝƐŝŶ ǀŽůǀĞĚĨŽƌŽŶƚƌĂĐƚŽƌΖƐǁŽƌŬĨŽƌ ŝƚǇͿ͘ΨϮ͕ϬϬϬ͕ϬϬϬĐŽŵďŝŶĞĚƐŝŶŐůĞͲůŝŵŝƚƉĞƌĂĐĐŝĚĞŶƚĨŽƌďŽĚŝůǇŝŶũƵƌǇĂŶĚƉƌŽƉĞƌƚǇĚĂŵĂŐĞ͘

ϭϯ͘ϭ͘ϯ tŽƌŬĞƌƐΖ ŽŵƉĞŶƐĂƚŝŽŶ ĂŶĚ ŵƉůŽǇĞƌΖƐ >ŝĂďŝůŝƚǇ͘ tŽƌŬĞƌƐΖ ŽŵƉĞŶƐĂƚŝŽŶ ůŝŵŝƚƐ ĂƐ ƌĞƋƵŝƌĞĚďǇƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͘tŽƌŬĞƌƐΖŽŵƉĞŶƐĂƚŝŽŶǁŝ ůůŶŽƚďĞƌĞƋƵŝƌĞĚŝĨŽŶƚƌĂĐƚŽƌŚĂƐŶŽ ĞŵƉůŽǇĞĞƐĂŶĚƉƌŽǀŝĚĞƐ͕ƚŽŝƚǇΖƐƐĂƚŝƐĨĂĐƚŝŽŶ͕ĂĚĞĐůĂƌĂƚŝŽŶƐƚĂƚŝŶŐƚŚŝƐ͘

ϭϯ͘ϭ͘ϰ WƌŽĨĞƐƐŝŽŶĂů>ŝĂďŝůŝƚǇ͘ƌƌŽƌƐĂŶĚŽŵŝƐƐŝŽŶƐůŝĂďŝůŝƚǇĂƉƉƌŽƉƌŝĂƚĞƚŽŽŶƚƌĂĐƚŽƌ͛ƐƉƌŽĨĞƐƐŝŽŶ ǁŝƚŚůŝŵŝƚƐŽĨŶŽƚůĞƐƐƚŚĂŶΨϭ͕ϬϬϬ͕ϬϬϬƉĞƌĐůĂŝŵ͘ŽǀĞƌĂŐĞŵƵƐƚďĞŵĂŝŶƚĂŝŶĞĚĨŽƌĂƉĞƌŝŽĚŽĨĨŝǀĞǇĞĂƌƐ ĨŽůůŽǁŝŶŐƚŚĞĚĂƚĞŽĨĐŽŵƉůĞƚŝŽŶŽĨƚŚĞǁŽƌŬ͘

ϭϯ͘Ϯ͘ ĚĚŝƚŝŽŶĂůWƌŽǀŝƐŝŽŶƐ͘ŽŶƚƌĂĐƚŽƌǁŝůůĞŶƐƵƌĞƚŚĂƚƚŚĞƉŽ ůŝĐŝĞƐŽĨŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĐŽŶƚĂŝŶ͕ŽƌĂƌĞĞŶĚŽƌƐĞĚƚŽĐŽŶƚĂŝŶ͕ƚŚĞĨŽůůŽǁŝŶŐƉƌŽǀŝƐŝŽŶƐ͗

ϭϯ͘Ϯ͘ϭ dŚĞŝƚǇǁŝůůďĞŶĂŵĞĚĂƐĂŶĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĞĚŽŶŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚǇǁŚŝĐŚ ƐŚĂůůƉƌŽǀŝĚĞƉƌŝŵĂƌǇĐŽǀĞƌĂŐĞƚŽƚŚĞŝƚǇ͘

ϭϯ͘Ϯ͘Ϯ ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶŽĐĐƵƌƌĞŶĐĞĐŽǀĞƌĂŐĞ͕ĞǆĐůƵĚŝŶŐWƌŽĨĞƐƐŝŽŶĂů>ŝĂďŝůŝƚǇ͕ǁŚŝĐŚǁŝůůďĞ ǁƌŝƚƚĞŶĂƐĐůĂŝŵƐͲŵĂĚĞĐŽǀĞƌĂŐĞ͘

ϭϯ͘Ϯ͘ϯ /ĨŽŶƚƌĂĐƚŽƌŵĂŝŶƚĂŝŶƐŚŝŐŚĞƌůŝŵŝƚƐƚŚĂŶƚŚĞŵŝŶŝŵƵŵƐ ƐŚŽǁŶĂďŽǀĞ͕ƚŚĞŝƚǇƌĞƋƵŝƌĞƐ ĂŶĚǁŝůůďĞĞŶƚŝƚůĞĚƚŽĐŽǀĞƌĂŐĞĨŽƌƚŚĞŚŝŐŚĞƌůŝŵŝƚƐŵĂŝŶƚĂŝŶ ĞĚďǇŽŶƚƌĂĐƚŽƌ͘ŶǇĂǀĂŝůĂďůĞŝŶƐƵƌĂŶĐĞ ƉƌŽĐĞĞĚƐŝŶĞǆĐĞƐƐŽĨƚŚĞƐƉĞĐŝĨŝĞĚŵŝŶŝŵƵŵůŝŵŝƚƐŽĨŝŶƐƵƌĂŶĐĞĂŶĚĐŽǀĞƌĂŐĞǁŝůůďĞĂǀĂŝůĂďůĞƚŽƚŚĞŝƚǇ͘͟

ϭϯ͘Ϯ͘ϰ dŚŝƐŝŶƐƵƌĂŶĐĞǁŝůůďĞŝŶĨŽƌĐĞĚƵƌŝŶŐƚŚĞůŝĨĞŽĨƚŚĞ ŐƌĞĞŵĞŶƚĂŶĚĂŶǇĞǆƚĞŶƐŝŽŶƐŽĨŝƚ ĂŶĚǁŝůůŶŽƚďĞĐĂŶĐĞůĞĚǁŝƚŚŽƵƚƚŚŝƌƚǇ;ϯϬͿĚĂǇƐƉƌŝŽƌǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŝƚǇƐĞŶƚďǇĐĞƌƚŝĨŝĞĚŵĂŝůƉƵƌƐƵĂŶƚ ƚŽƚŚĞEŽƚŝĐĞƉƌŽǀŝƐŝŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘

ϭϯ͘ϯ WƌŽǀŝĚŝŶŐĞƌƚŝĨŝĐĂƚĞƐŽĨ/ŶƐƵƌĂŶĐĞĂŶĚŶĚŽƌƐĞŵĞŶƚƐ͘WƌŝŽƌƚŽŝƚǇΖƐĞǆĞĐƵƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕ ŽŶƚƌĂĐƚŽƌǁŝůůĨƵƌŶŝƐŚĐĞƌƚŝĨŝĐĂƚĞƐŽĨŝŶƐƵƌĂŶĐĞĂŶĚĞŶĚŽƌƐĞŵĞŶƚƐƚŽŝƚǇ͘

ϭϯ͘ϰ &ĂŝůƵƌĞƚŽDĂŝŶƚĂŝŶŽǀĞƌĂŐĞ͘/ĨŽŶƚƌĂĐƚŽƌĨĂŝůƐƚŽŵĂŝŶƚĂŝŶĂŶǇŽĨƚŚĞƐĞŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞƐ͕ ƚŚĞŶŝƚǇǁŝůůŚĂǀĞƚŚĞŽƉƚŝŽŶƚŽĚĞĐůĂƌĞŽŶƚƌĂĐƚŽƌŝŶďƌĞĂĐŚ͕ŽƌŵĂǇƉƵƌĐŚĂƐĞƌĞƉůĂĐĞŵĞŶƚŝŶƐƵƌĂŶĐĞŽƌ ƉĂǇƚŚĞƉƌĞŵŝƵŵƐƚŚĂƚĂƌĞĚƵĞŽŶĞǆŝƐƚŝŶŐƉŽůŝĐŝĞƐŝŶŽƌĚĞƌƚŽŵĂŝŶƚĂŝŶƚŚĞƌĞƋƵŝƌĞĚĐŽǀĞƌĂŐĞƐ͘ŽŶƚƌĂĐƚŽƌ ŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶǇƉĂǇŵĞŶƚƐŵĂĚĞďǇŝƚǇƚŽŽďƚĂŝŶŽƌŵĂŝŶƚĂŝŶŝŶƐƵƌĂŶĐĞĂŶĚŝƚǇŵĂǇĐŽůůĞĐƚƚŚĞƐĞ ƉĂǇŵĞŶƚƐ ĨƌŽŵ ŽŶƚƌĂĐƚŽƌ Žƌ ĚĞĚƵĐƚ ƚŚĞ ĂŵŽƵŶƚ ƉĂŝĚ ĨƌŽŵ ĂŶǇ ƐƵŵƐ ĚƵĞ ŽŶƚƌĂĐƚŽƌ ƵŶĚĞƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͘

ϭϯ͘ϱ ^ƵďŵŝƐƐŝŽŶŽĨ/ŶƐƵƌĂŶĐĞWŽůŝĐŝĞƐ͘ŝƚǇƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚ ƚŽƌĞƋƵŝƌĞ͕ĂƚĂŶǇƚŝŵĞ͕ĐŽŵƉůĞƚĞĂŶĚ ĐĞƌƚŝĨŝĞĚĐŽƉŝĞƐŽĨĂŶǇŽƌĂůůƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞƉŽůŝĐŝĞƐĂŶĚĞŶĚŽƌƐĞŵĞŶƚƐ͘

June 24, 2025
Item #6 Page 635 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB W^ϮϱͲϯϴϭϵD/
WĂŐĞϲ ŝƚǇƚƚŽƌŶĞǇƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ϭϰ͘ h^/E^^>/E^
ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶĂŶĚŵĂŝŶƚĂŝŶĂŝƚǇŽĨĂƌůƐďĂĚƵƐŝŶĞƐƐ>ŝĐĞŶƐĞĨŽƌƚŚĞƚĞƌŵŽĨƚŚĞŐƌĞĞŵĞŶƚ͕ĂƐ ŵĂǇďĞĂŵĞŶĚĞĚĨƌŽŵƚŝŵĞͲƚŽͲƚŝŵĞ͘

ϭϱ͘ KhEd/E'ZKZ^
ŽŶƚƌĂĐƚŽƌ ǁŝůů ŵĂŝŶƚĂŝŶ ĐŽŵƉůĞƚĞ ĂŶĚ ĂĐĐƵƌĂƚĞ ƌĞĐŽƌĚƐ ǁŝƚŚ ƌĞƐƉĞĐƚ ƚŽ ĐŽƐƚƐ ŝŶĐƵƌƌĞĚ ƵŶĚĞƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͘ůůƌĞĐŽƌĚƐǁŝůůďĞĐůĞĂƌůǇŝĚĞŶƚŝĨŝĂďůĞ͘ŽŶƚƌĂĐƚŽƌ ǁŝůůĂůůŽǁĂƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨŝƚǇĚƵƌŝŶŐ ŶŽƌŵĂůďƵƐŝŶĞƐƐŚŽƵƌƐƚŽĞǆĂŵŝŶĞ͕ĂƵĚŝƚ͕ĂŶĚŵĂŬĞƚƌĂŶƐĐƌŝƉƚƐŽƌĐŽƉŝĞƐŽĨƌĞĐŽƌĚƐĂŶĚĂŶǇŽƚŚĞƌ ĚŽĐƵŵĞŶƚƐĐƌĞĂƚĞĚƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚ͘ŽŶƚƌĂĐƚŽƌǁŝůůĂůůŽǁŝŶƐƉĞĐƚŝŽŶŽĨĂůůǁŽƌŬ͕ĚĂƚĂ͕ ĚŽĐƵŵĞŶƚƐ͕ƉƌŽĐĞĞĚŝŶŐƐ͕ĂŶĚĂĐƚŝǀŝƚŝĞƐƌĞůĂƚĞĚƚŽƚŚĞŐƌĞĞŵĞŶƚ ĨŽƌĂƉĞƌŝŽĚŽĨĨŽƵƌ;ϰͿǇĞĂƌƐĨƌŽŵƚŚĞ ĚĂƚĞŽĨĨŝŶĂůƉĂǇŵĞŶƚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘

ϭϲ͘ KtEZ^,/WK&KhDEd^
ůůǁŽƌŬƉƌŽĚƵĐƚƉƌŽĚƵĐĞĚďǇŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞ Ɛ͕ĂŶĚƐƵďĐŽŶƚƌĂĐƚŽƌƐƉƵƌƐƵĂŶƚƚŽƚŚŝƐ ŐƌĞĞŵĞŶƚŝƐƚŚĞƉƌŽƉĞƌƚǇŽĨŝƚǇ͘/ŶƚŚĞĞǀĞŶƚƚŚŝƐŐƌĞĞŵĞŶƚŝƐƚĞƌŵŝŶĂƚĞĚ͕ĂůůǁŽƌŬƉƌŽĚƵĐƚƉƌŽĚƵĐĞĚ ďǇŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐĂŶĚƐƵďĐŽŶƚƌĂĐƚŽƌƐƉƵƌƐƵ ĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞĚĞůŝǀĞƌĞĚ ĂƚŽŶĐĞƚŽŝƚǇ͘ŽŶƚƌĂĐƚŽƌǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽŵĂŬĞŽŶĞ;ϭͿĐŽƉǇŽĨƚŚĞǁŽƌŬƉƌŽĚƵĐƚĨŽƌŽŶƚƌĂĐƚŽƌ͛Ɛ ƌĞĐŽƌĚƐ͘

ϭϳ͘ KWzZ/',d^
ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂůůĐŽƉǇƌŝŐŚƚƐƚŚĂƚĂƌŝƐĞĨƌŽŵƚŚĞƐĞƌǀŝ ĐĞƐǁŝůůďĞǀĞƐƚĞĚŝŶŝƚǇĂŶĚŽŶƚƌĂĐƚŽƌ ƌĞůŝŶƋƵŝƐŚĞƐĂůůĐůĂŝŵƐƚŽƚŚĞĐŽƉǇƌŝŐŚƚƐŝŶĨĂǀŽƌŽĨŝƚǇ͘

ϭϴ͘ EKd/^
dŚĞŶĂŵĞŽĨƚŚĞƉĞƌƐŽŶƐǁŚŽĂƌĞĂƵƚŚŽƌŝǌĞĚƚŽŐŝǀĞǁƌŝƚƚĞŶŶŽƚŝĐĞŽƌƚŽƌĞĐĞŝǀĞǁƌŝƚƚĞŶŶŽƚŝĐĞŽŶďĞŚĂůĨ ŽĨŝƚǇĂŶĚŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞ͗

&ŽƌŝƚǇ͗ &ŽƌŽŶƚƌĂĐƚŽƌ͗
EĂŵĞ :ĞŶŶŝĨĞƌŚĂƉŵĂŶ EĂŵĞ ZŽďĞƌƚWŽůůĞǇ
dŝƚůĞ ^ĞŶŝŽƌŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌ dŝƚůĞ WƌŽũĞĐƚDĂŶĂŐĞƌ
ĞƉƚ WƵďůŝĐtŽƌŬƐͬDΘ/ ĚĚƌĞƐƐ ϲϯϱϯůĂŵŝŶŽZĞĂů͕^ƚĞ
/dzK&Z>^ ĂƌůƐďĂĚ͕ϵϮϬϬϵ
ĚĚƌĞƐƐ ϭϲϯϱ&ĂƌĂĚĂǇǀĞ͘ WŚŽŶĞ ϳϲϬͲϳϭϳͲϬϱϯϱ
ĂƌůƐďĂĚ͕ϵϮϬϬϴ ŵĂŝů ZŽďĞƌƚ͘ƉŽůůĞǇΛƐĐŚŶĞŝĚĞƌĐŵ͘ŶĞƚ
WŚŽŶĞ ϰϰϮͲϯϯϵͲϮϳϴϬ
ĂĐŚƉĂƌƚǇǁŝůůŶŽƚŝĨǇƚŚĞŽƚŚĞƌŝŵŵĞĚŝĂƚĞůǇŽĨĂŶǇĐŚĂŶŐĞƐŽĨ ĂĚĚƌĞƐƐƚŚĂƚǁŽƵůĚƌĞƋƵŝƌĞĂŶǇŶŽƚŝĐĞŽƌ ĚĞůŝǀĞƌǇƚŽďĞĚŝƌĞĐƚĞĚƚŽĂŶŽƚŚĞƌĂĚĚƌĞƐƐ͘

ϭϵ͘ 'EZ>KDW>/Et/d,>t^
ŽŶƚƌĂĐƚŽƌǁŝůůŬĞĞƉĨƵůůǇŝŶĨŽƌŵĞĚŽĨĨĞĚĞƌĂů͕ƐƚĂƚĞĂŶĚůŽĐĂůůĂǁƐĂŶĚŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐǁŚŝĐŚ ŝŶĂŶǇŵĂŶŶĞƌĂĨĨĞĐƚƚŚŽƐĞĞŵƉůŽǇĞĚďǇŽŶƚƌĂĐƚŽƌ͕ŽƌŝŶĂŶǇǁĂǇĂĨĨĞĐƚƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^ĞƌǀŝĐĞƐ ďǇ ŽŶƚƌĂĐƚŽƌ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů Ăƚ Ăůů ƚŝŵĞƐ ŽďƐĞƌǀĞ ĂŶĚ ĐŽŵƉůǇǁŝƚŚ ƚŚĞƐĞ ůĂǁƐ͕ ŽƌĚŝŶĂŶĐĞƐ͕ ĂŶĚ ƌĞŐƵůĂƚŝŽŶƐĂŶĚǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞĐŽŵƉůŝĂŶĐĞŽĨŽŶƚƌ ĂĐƚŽƌΖƐƐĞƌǀŝĐĞƐǁŝƚŚĂůůĂƉƉůŝĐĂďůĞůĂǁƐ͕ ŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐ͘

June 24, 2025
Item #6 Page 636 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB W^ϮϱͲϯϴϭϵD/
WĂŐĞϳ ŝƚǇƚƚŽƌŶĞǇƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ŽŶƚƌĂĐƚŽƌǁŝůůďĞĂǁĂƌĞŽĨƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞ/ŵŵŝŐƌĂƚŝŽŶZĞĨŽƌŵĂŶĚŽŶƚƌŽůĐƚŽĨϭϵϴϲĂŶĚǁŝůů ĐŽŵƉůǇǁŝƚŚƚŚŽƐĞƌĞƋƵŝƌĞŵĞŶƚƐ͕ŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͕ǀĞƌŝĨǇŝŶŐƚŚĞĞůŝŐŝďŝůŝƚǇĨŽƌĞŵƉůŽǇŵĞŶƚŽĨ ĂůůĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐ͕ƐƵďĐŽŶƚƌĂĐƚŽƌƐĂŶĚĐŽŶƐƵůƚĂŶƚƐǁŚŽƐĞƐĞƌǀŝĐĞƐĂƌĞƌĞƋƵŝƌĞĚďǇƚŚŝƐŐƌĞĞŵĞŶƚ͘

ϮϬ͘ >/&KZE//ZZ^KhZ^KZ;ZͿsE>E&>d^Z'h>d/KE^
ŽŶƚƌĂĐƚŽƌ͛ƐǀĞŚŝĐůĞƐǁŝƚŚĂŐƌŽƐƐǀĞŚŝĐůĞǁĞŝŐŚƚƌĂƚŝŶŐŐƌĞĂƚĞ ƌƚŚĂŶϴ͕ϱϬϬůďƐ͘ĂŶĚůŝŐŚƚͲĚƵƚǇƉĂĐŬĂŐĞ ĚĞůŝǀĞƌǇǀĞŚŝĐůĞƐŽƉĞƌĂƚĞĚŝŶĂůŝĨŽƌŶŝĂŵĂǇďĞƐƵďũĞĐƚƚŽƚŚĞĂůŝĨŽƌŶŝĂŝƌZĞƐŽƵƌĐĞƐŽĂƌĚ;ZͿ ĚǀĂŶĐĞĚůĞĂŶ&ůĞĞƚƐƌĞŐƵůĂƚŝŽŶƐ͘^ƵĐŚǀĞŚŝĐůĞƐŵĂǇƚŚĞƌĞĨŽƌĞ ďĞƐƵďũĞĐƚƚŽƌĞƋƵŝƌĞŵĞŶƚƐƚŽƌĞĚƵĐĞ ĞŵŝƐƐŝŽŶƐŽĨĂŝƌƉŽůůƵƚĂŶƚƐ͘&ŽƌŵŽƌĞŝŶĨŽƌŵĂƚŝŽŶ͕ƉůĞĂƐĞǀŝƐŝƚƚŚĞZĚǀĂŶĐĞĚůĞĂŶ&ůĞĞƚƐǁĞďƉĂŐĞ ĂƚŚƚƚƉƐ͗ͬͬǁǁϮ͘Ăƌď͘ĐĂ͘ŐŽǀͬŽƵƌͲǁŽƌŬͬƉƌŽŐƌĂŵƐͬĂĚǀĂŶĐĞĚͲĐůĞĂŶͲĨůĞĞƚƐ͘

Ϯϭ͘ /^Z/D/Ed/KE͕,Z^^DEd͕EZd>/d/KEWZK,//d
ŽŶƚƌĂĐƚŽƌ ǁŝůůĐŽŵƉůǇǁŝƚŚĂůů ĂƉƉůŝĐĂďůĞůŽĐĂů͕ƐƚĂƚĞĂŶĚ ĨĞĚĞƌĂů ůĂǁƐĂŶĚ ƌĞŐƵůĂƚŝŽŶƐƉƌŽŚŝďŝƚŝŶŐ ĚŝƐĐƌŝŵŝŶĂƚŝŽŶ͕ŚĂƌĂƐƐŵĞŶƚ͕ĂŶĚƌĞƚĂůŝĂƚŝŽŶ͘

ϮϮ͘ /^WhdZ^K>hd/KE
/ĨĂĚŝƐƉƵƚĞƐŚŽƵůĚĂƌŝƐĞƌĞŐĂƌĚŝŶŐƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^ĞƌǀŝĐĞƐ͕ƚŚĞĨŽůůŽǁŝŶŐƉƌŽĐĞĚƵƌĞǁŝůůďĞƵƐĞĚ ƚŽƌĞƐŽůǀĞĂŶǇƋƵĞƐƚŝŽŶƐŽĨĨĂĐƚŽƌŝŶƚĞƌƉƌĞƚĂƚŝŽŶŶŽƚŽƚŚĞƌǁŝƐĞƐĞƚƚůĞĚďǇĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐ͘ ZĞƉƌĞƐĞŶƚĂƚŝǀĞƐŽĨŽŶƚƌĂĐƚŽƌŽƌŝƚǇǁŝůůƌĞĚƵĐĞƐƵĐŚƋƵĞƐƚŝŽŶƐ͕ĂŶĚƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞǀŝĞǁƐ͕ƚŽǁƌŝƚŝŶŐ͘ ĐŽƉǇŽĨƐƵĐŚĚŽĐƵŵĞŶƚĞĚĚŝƐƉƵƚĞǁŝůůďĞĨŽƌǁĂƌĚĞĚƚŽďŽƚŚƉĂƌƚŝ ĞƐŝŶǀŽůǀĞĚĂůŽŶŐǁŝƚŚƌĞĐŽŵŵĞŶĚĞĚ ŵĞƚŚŽĚƐŽĨƌĞƐŽůƵƚŝŽŶ͕ǁŚŝĐŚǁŽƵůĚďĞŽĨďĞŶĞĨŝƚƚŽďŽƚŚƉĂƌƚŝĞƐ͘dŚĞƌĞƉƌĞƐĞŶƚĂƚŝǀĞƌĞĐĞŝǀŝŶŐƚŚĞůĞƚƚĞƌ ǁŝůůƌĞƉůǇƚŽƚŚĞůĞƚƚĞƌĂůŽŶŐǁŝƚŚĂƌĞĐŽŵŵĞŶĚĞĚŵĞƚŚŽĚŽĨƌĞƐ ŽůƵƚŝŽŶǁŝƚŚŝŶƚĞŶ;ϭϬͿďƵƐŝŶĞƐƐĚĂǇƐ͘/Ĩ ƚŚĞƌĞƐŽůƵƚŝŽŶƚŚƵƐŽďƚĂŝŶĞĚŝƐƵŶƐĂƚŝƐĨĂĐƚŽƌǇƚŽƚŚĞĂŐŐƌŝĞǀĞĚ ƉĂƌƚǇ͕ĂůĞƚƚĞƌŽƵƚůŝŶŝŶŐƚŚĞĚŝƐƉƵƚĞƐǁŝůů ďĞĨŽƌǁĂƌĚĞĚƚŽƚŚĞŝƚǇDĂŶĂŐĞƌ͘dŚĞŝƚǇDĂŶĂŐĞƌǁŝůůĐŽŶƐŝĚĞƌƚŚĞĨĂĐƚƐĂŶĚƐŽůƵƚŝŽŶƐƌĞĐŽŵŵĞŶĚĞĚ ďǇĞĂĐŚƉĂƌƚǇĂŶĚŵĂǇƚŚĞŶŽƉƚƚŽĚŝƌĞĐƚĂƐŽůƵƚŝŽŶƚŽƚŚĞƉƌŽď ůĞŵ͘/ŶƐƵĐŚĐĂƐĞƐ͕ƚŚĞĂĐƚŝŽŶŽĨƚŚĞŝƚǇ DĂŶĂŐĞƌǁŝůůďĞďŝŶĚŝŶŐƵƉŽŶƚŚĞƉĂƌƚŝĞƐŝŶǀŽůǀĞĚ͕ĂůƚŚŽƵŐŚŶŽƚ ŚŝŶŐŝŶƚŚŝƐƉƌŽĐĞĚƵƌĞǁŝůůƉƌŽŚŝďŝƚƚŚĞ ƉĂƌƚŝĞƐĨƌŽŵƐĞĞŬŝŶŐƌĞŵĞĚŝĞƐĂǀĂŝůĂďůĞƚŽƚŚĞŵĂƚůĂǁ͘

Ϯϯ͘ dZD/Ed/KE
/ŶƚŚĞĞǀĞŶƚŽĨƚŚĞŽŶƚƌĂĐƚŽƌΖƐĨĂŝůƵƌĞƚŽƉƌŽƐĞĐƵƚĞ͕ĚĞůŝǀĞƌ͕ŽƌƉĞƌĨŽƌŵƚŚĞ^ĞƌǀŝĐĞƐ͕ŝƚǇŵĂǇƚĞƌŵŝŶĂƚĞ ƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌŶŽŶƉĞƌĨŽƌŵĂŶĐĞďǇŶŽƚŝĨǇŝŶŐŽŶƚƌĂĐƚŽƌďǇĐĞ ƌƚŝĨŝĞĚŵĂŝůŽĨƚŚĞƚĞƌŵŝŶĂƚŝŽŶ͘/ĨŝƚǇ ĚĞĐŝĚĞƐƚŽĂďĂŶĚŽŶŽƌŝŶĚĞĨŝŶŝƚĞůǇƉŽƐƚƉŽŶĞƚŚĞǁŽƌŬŽƌƐĞƌǀŝĐĞ ƐĐŽŶƚĞŵƉůĂƚĞĚďǇƚŚŝƐŐƌĞĞŵĞŶƚ͕ŝƚǇ ŵĂǇƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚƵƉŽŶǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŽŶƚƌĂĐƚŽƌ͘ hƉŽŶŶŽƚŝĨŝĐĂƚŝŽŶŽĨƚĞƌŵŝŶĂƚŝŽŶ͕ ŽŶƚƌĂĐƚŽƌŚĂƐĨŝǀĞ;ϱͿďƵƐŝŶĞƐƐĚĂǇƐƚŽĚĞůŝǀĞƌĂŶǇĚŽĐƵŵĞŶƚƐŽǁŶĞĚďǇŝƚǇĂŶĚĂůůǁŽƌŬŝŶƉƌŽŐƌĞƐƐƚŽ ŝƚǇĂƚƚŚĞĂĚĚƌĞƐƐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚǇǁŝůůŵĂŬĞ ĂĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨĨĂĐƚďĂƐĞĚƵƉŽŶƚŚĞ ǁŽƌŬƉƌŽĚƵĐƚĚĞůŝǀĞƌĞĚƚŽŝƚǇĂŶĚŽĨƚŚĞƉĞƌĐĞŶƚĂŐĞŽĨǁŽƌŬƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐƉĞƌĨŽƌŵĞĚǁŚŝĐŚŝƐ ƵƐĂďůĞĂŶĚŽĨǁŽƌƚŚƚŽŝƚǇŝŶŚĂǀŝŶŐƚŚĞŐƌĞĞŵĞŶƚĐŽŵƉůĞƚĞĚ͘ ĂƐĞĚƵƉŽŶƚŚĂƚĨŝŶĚŝŶŐŝƚǇǁŝůů ĚĞƚĞƌŵŝŶĞƚŚĞĨŝŶĂůƉĂǇŵĞŶƚŽĨƚŚĞŐƌĞĞŵĞŶƚ͘

ŝƚǇŵĂǇƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚďǇƚĞŶĚĞƌŝŶŐƚŚŝƌƚǇ;ϯϬͿĚĂǇƐǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŽŶƚƌĂĐƚŽƌ͘ŽŶƚƌĂĐƚŽƌ ŵĂǇƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚďǇƚĞŶĚĞƌŝŶŐƚŚŝƌƚǇ;ϯϬͿĚĂǇƐǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽŝƚǇ͘/ŶƚŚĞĞǀĞŶƚŽĨ ƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚďǇĞŝƚŚĞƌƉĂƌƚǇĂŶĚƵƉŽŶƌĞƋƵĞƐƚŽĨŝƚǇ͕ŽŶƚƌĂĐƚŽƌǁŝůůĂƐƐĞŵďůĞƚŚĞǁŽƌŬ ƉƌŽĚƵĐƚĂŶĚƉƵƚŝƚŝŶŽƌĚĞƌĨŽƌƉƌŽƉĞƌĨŝůŝŶŐĂŶĚĐůŽƐŝŶŐĂŶĚĚ ĞůŝǀĞƌŝƚƚŽŝƚǇ͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƉĂŝĚĨŽƌ ǁŽƌŬƉĞƌĨŽƌŵĞĚƚŽƚŚĞƚĞƌŵŝŶĂƚŝŽŶ ĚĂƚĞ͖ŚŽǁĞǀĞƌ͕ƚŚĞƚŽƚĂůǁŝůů ŶŽƚĞǆĐĞĞĚƚŚĞůƵŵƉƐƵŵĨĞĞƉĂǇĂďůĞ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚǇǁŝůůŵĂŬĞƚŚĞĨŝŶĂůĚĞƚĞƌŵŝŶĂƚŝŽŶĂƐƚŽƚŚĞƉŽƌƚŝŽŶƐŽĨƚĂƐŬƐĐŽŵƉůĞƚĞĚĂŶĚ ƚŚĞĐŽŵƉĞŶƐĂƚŝŽŶƚŽďĞŵĂĚĞ͘

Ϯϰ͘ KsEEd^'/E^dKEd/E'Ed&^
ŽŶƚƌĂĐƚŽƌǁĂƌƌĂŶƚƐƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐŶŽƚĞŵƉůŽǇĞĚŽƌƌĞƚĂŝŶĞĚĂŶǇĐŽŵƉĂŶǇŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂ ďŽŶĂĨŝĚĞĞŵƉůŽǇĞĞǁŽƌŬŝŶŐĨŽƌŽŶƚƌĂĐƚŽƌ͕ƚŽƐŽůŝĐŝƚŽƌƐĞĐƵƌĞ ƚŚŝƐŐƌĞĞŵĞŶƚ͕ĂŶĚƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐ ŶŽƚƉĂŝĚŽƌĂŐƌĞĞĚƚŽƉĂǇĂŶǇĐŽŵƉĂŶǇŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂďŽŶĂĨŝĚĞĞŵƉůŽǇĞĞ͕ĂŶǇĨĞĞ͕ĐŽŵŵŝƐƐŝŽŶ͕ ƉĞƌĐĞŶƚĂŐĞ͕ďƌŽŬĞƌĂŐĞĨĞĞ͕ŐŝĨƚ͕ŽƌĂŶǇŽƚŚĞƌĐŽŶƐŝĚĞƌĂƚŝŽŶĐŽŶƚŝŶŐĞŶƚƵƉŽŶ͕ŽƌƌĞƐƵůƚŝŶŐĨƌŽŵ͕ƚŚĞĂǁĂƌĚ

June 24, 2025
Item #6 Page 637 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB W^ϮϱͲϯϴϭϵD/
WĂŐĞϴ ŝƚǇƚƚŽƌŶĞǇƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ŽƌŵĂŬŝŶŐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘&ŽƌďƌĞĂĐŚŽƌǀŝŽůĂƚŝŽŶŽĨƚŚŝƐǁĂƌƌĂŶƚǇ͕ŝƚǇǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽĂŶŶƵůƚŚŝƐ ŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚůŝĂďŝůŝƚǇ͕Žƌ͕ŝŶŝƚƐĚŝƐĐƌĞƚŝŽŶ͕ƚŽĚĞĚƵĐƚĨƌŽŵƚŚĞŐƌĞĞŵĞŶƚƉƌŝĐĞŽƌĐŽŶƐŝĚĞƌĂƚŝŽŶ͕Žƌ ŽƚŚĞƌǁŝƐĞƌĞĐŽǀĞƌ͕ƚŚĞĨƵůůĂŵŽƵŶƚŽĨƚŚĞĨĞĞ͕ĐŽŵŵŝƐƐŝŽŶ͕ƉĞƌĐĞŶƚĂŐĞ͕ďƌŽŬĞƌĂŐĞĨĞĞƐ͕ŐŝĨƚ͕ŽƌĐŽŶƚŝŶŐĞŶƚ ĨĞĞ͘

Ϯϱ͘ >/D^E>t^h/d^
ǇƐŝŐŶŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͕ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂŶǇŐƌĞĞŵĞŶƚ ĐůĂŝŵƐƵďŵŝƚƚĞĚƚŽŝƚǇŵƵƐƚďĞ ĂƐƐĞƌƚĞĚĂƐƉĂƌƚŽĨƚŚĞŐƌĞĞŵĞŶƚƉƌŽĐĞƐƐĂƐƐĞƚĨŽƌƚŚŝŶƚŚŝƐ ŐƌĞĞŵĞŶƚĂŶĚŶŽƚŝŶĂŶƚŝĐŝƉĂƚŝŽŶŽĨ ůŝƚŝŐĂƚŝŽŶŽƌŝŶĐŽŶũƵŶĐƚŝŽŶǁŝƚŚůŝƚŝŐĂƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁ ůĞĚŐĞƐƚŚĂƚŝĨĂĨĂůƐĞĐůĂŝŵŝƐƐƵďŵŝƚƚĞĚƚŽ ŝƚǇ͕ŝƚŵĂǇďĞĐŽŶƐŝĚĞƌĞĚĨƌĂƵĚĂŶĚŽŶƚƌĂĐƚŽƌŵĂǇďĞƐƵďũĞĐƚƚŽĐƌŝŵŝŶĂůƉƌŽƐĞĐƵƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚĂůŝĨŽƌŶŝĂ'ŽǀĞƌŶŵĞŶƚŽĚĞ^ĞĐƚŝŽŶϭϮϲϱϬĞƚƐĞƋ͕͘ƚŚĞ&ĂůƐĞůĂŝŵƐĐƚ͕ĂƉƉůŝĞƐƚŽƚŚŝƐ ŐƌĞĞŵĞŶƚĂŶĚƉƌŽǀŝĚĞƐĨŽƌĐŝǀŝůƉĞŶĂůƚŝĞƐǁŚĞƌĞĂƉĞƌƐŽŶŬŶŽǁŝŶŐůǇƐƵďŵŝƚƐĂĨĂůƐĞĐůĂŝŵƚŽĂƉƵďůŝĐ ĞŶƚŝƚǇ͘dŚĞƐĞƉƌŽǀŝƐŝŽŶƐŝŶĐůƵĚĞĨĂůƐĞĐůĂŝŵƐŵĂĚĞǁŝƚŚĚĞůŝďĞƌĂƚĞŝŐŶŽƌĂŶĐĞŽĨƚŚĞĨĂůƐĞŝŶĨŽƌŵĂƚŝŽŶŽƌŝŶ ƌĞĐŬůĞƐƐĚŝƐƌĞŐĂƌĚŽĨƚŚĞƚƌƵƚŚŽƌĨĂůƐŝƚǇŽĨŝŶĨŽƌŵĂƚŝŽŶ͘/ĨŝƚǇƐĞĞŬƐƚŽƌĞĐŽǀĞƌƉĞŶĂůƚŝĞƐƉƵƌƐƵĂŶƚƚŽƚŚĞ &ĂůƐĞ ůĂŝŵƐ Đƚ͕ ŝƚ ŝƐ ĞŶƚŝƚůĞĚ ƚŽ ƌĞĐŽǀĞƌ ŝƚƐ ůŝƚŝŐĂƚŝŽŶ ĐŽƐƚƐ͕ ŝŶĐůƵĚŝŶŐ ĂƚƚŽƌŶĞǇ͛Ɛ ĨĞĞƐ͘ ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚƚŚĞĨŝůŝŶŐŽĨĂĨĂůƐĞĐůĂŝŵŵĂǇƐƵďũĞĐƚŽŶƚƌ ĂĐƚŽƌƚŽĂŶĂĚŵŝŶŝƐƚƌĂƚŝǀĞĚĞďĂƌŵĞŶƚ ƉƌŽĐĞĞĚŝŶŐĂƐƚŚĞƌĞƐƵůƚŽĨǁŚŝĐŚŽŶƚƌĂĐƚŽƌŵĂǇďĞƉƌĞǀĞŶƚĞĚƚŽĂĐƚĂƐĂŽŶƚƌĂĐƚŽƌŽŶĂŶǇƉƵďůŝĐǁŽƌŬ ŽƌŝŵƉƌŽǀĞŵĞŶƚĨŽƌĂƉĞƌŝŽĚŽĨƵƉƚŽĨŝǀĞ;ϱͿǇĞĂƌƐ͘ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐĚĞďĂƌŵĞŶƚďǇĂŶŽƚŚĞƌ ũƵƌŝƐĚŝĐƚŝŽŶŝƐŐƌŽƵŶĚƐĨŽƌŝƚǇƚŽƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚ͘

Ϯϲ͘ :hZ/^/d/KE^EsEh
dŚŝƐŐƌĞĞŵĞŶƚƐŚĂůůďĞŝŶƚĞƌƉƌĞƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂǁŝƚŚŽƵƚƌĞŐĂƌĚ ƚŽ͕ŽƌĂƉƉůŝĐĂƚŝŽŶŽĨ͕ĐŚŽŝĐĞŽĨůĂǁƌƵůĞƐŽƌƉƌŝŶĐŝƉůĞƐ͘ŶǇĂĐƚŝŽŶĂƚůĂǁŽƌŝŶĞƋƵŝƚǇďƌŽƵŐŚƚďǇĞŝƚŚĞƌŽĨ ƚŚĞƉĂƌƚŝĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĞŶĨŽƌĐŝŶŐĂƌŝŐŚƚŽƌƌŝŐŚƚƐƉƌŽǀŝĚĞĚĨŽƌďǇƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƚƌŝĞĚŝŶĂ ĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƚŝŽŶŝŶƚŚĞŽƵŶƚǇŽĨ^ĂŶŝĞŐŽ͕^ƚĂ ƚĞŽĨĂůŝĨŽƌŶŝĂ͕ĂŶĚƚŚĞƉĂƌƚŝĞƐǁĂŝǀĞĂůů ƉƌŽǀŝƐŝŽŶƐŽĨůĂǁƉƌŽǀŝĚŝŶŐĨŽƌĂĐŚĂŶŐĞŽĨǀĞŶƵĞŝŶƚŚĞƐĞƉƌŽĐĞĞĚŝŶŐƐƚŽĂŶǇŽƚŚĞƌĐŽƵŶƚǇ͘

Ϯϳ͘ ^h^^KZ^E^^/'E^
/ƚŝƐŵƵƚƵĂůůǇƵŶĚĞƌƐƚŽŽĚĂŶĚĂŐƌĞĞĚƚŚĂƚƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞďŝŶĚŝŶŐƵƉŽŶŝƚǇĂŶĚŽŶƚƌĂĐƚŽƌĂŶĚ ƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞƐƵĐĐĞƐƐŽƌƐ͘EĞŝƚŚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŶŽƌĂŶǇƉĂƌ ƚŽĨŝƚŶŽƌĂŶǇŵŽŶŝĞƐĚƵĞŽƌƚŽďĞĐŽŵĞ ĚƵĞƵŶĚĞƌŝƚŵĂǇďĞĂƐƐŝŐŶĞĚďǇŽŶƚƌĂĐƚŽƌǁŝƚŚŽƵƚƚŚĞƉƌŝŽƌĐŽ ŶƐĞŶƚŽĨŝƚǇ͕ǁŚŝĐŚƐŚĂůůŶŽƚďĞ ƵŶƌĞĂƐŽŶĂďůǇǁŝƚŚŚĞůĚ͘

Ϯϴ͘ d,/ZͲWZdzZ/',d^
EŽƚŚŝŶŐŝŶƚŚŝƐŐƌĞĞŵĞŶƚƐŚŽƵůĚďĞĐŽŶƐƚƌƵĞĚƚŽŐŝǀĞĂŶǇƌŝŐŚƚƐŽƌďĞŶĞĨŝƚƐƚŽĂŶǇƉĂƌƚǇŽƚŚĞƌƚŚĂŶƚŚĞ ŝƚǇĂŶĚŽŶƚƌĂĐƚŽƌ͘

Ϯϵ͘ Ed/Z'ZDEd
dŚŝƐŐƌĞĞŵĞŶƚ͕ƚŽŐĞƚŚĞƌǁŝƚŚĂŶǇŽƚŚĞƌǁƌŝƚƚĞŶĚŽĐƵŵĞŶƚƌĞĨĞƌƌĞĚƚŽŽƌĐŽŶƚĞŵƉůĂƚĞĚďǇŝƚ͕ĂůŽŶŐǁŝƚŚ ƚŚĞ ƉƵƌĐŚĂƐĞ ŽƌĚĞƌ ĨŽƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ĂŶĚ ŝƚƐ ƉƌŽǀŝƐŝŽŶƐ͕ ĞŵďŽĚǇ ƚŚĞ ĞŶƚŝƌĞ ŐƌĞĞŵĞŶƚ ĂŶĚ ƵŶĚĞƌƐƚĂŶĚŝŶŐďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐƌĞůĂƚŝŶŐƚŽƚŚĞƐƵďũĞĐƚŵĂƚƚĞƌŽĨŝƚ͘/ŶĐĂƐĞŽĨĐŽŶĨůŝĐƚ͕ƚŚĞƚĞƌŵƐŽĨƚŚĞ ŐƌĞĞŵĞŶƚƐƵƉĞƌƐĞĚĞƚŚĞƉƵƌĐŚĂƐĞŽƌĚĞƌ͘EĞŝƚŚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ ŶŽƌĂŶǇŽĨŝƚƐƉƌŽǀŝƐŝŽŶƐŵĂǇďĞ ĂŵĞŶĚĞĚ͕ŵŽĚŝĨŝĞĚ͕ǁĂŝǀĞĚŽƌĚŝƐĐŚĂƌŐĞĚĞǆĐĞƉƚŝŶĂǁƌŝƚŝŶŐƐŝŐŶĞĚďǇďŽƚŚƉĂƌƚŝĞƐ͘dŚŝƐŐƌĞĞŵĞŶƚŵĂǇ ďĞĞǆĞĐƵƚĞĚŝŶĐŽƵŶƚĞƌƉĂƌƚƐ͘

ϯϬ͘ Wh>/'Ez>h^
ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂŶǇƉƵďůŝĐĂŐĞŶĐǇĂƐĚĞĨŝŶĞĚďǇĂů͘'Žǀ ͘ŽĚĞƐĞĐƚŝŽŶϲϱϬϬ͕ŝĨĂƵƚŚŽƌŝǌĞĚďǇŝƚƐ ŐŽǀĞƌŶŝŶŐďŽĚǇ͕ƐŚĂůůŚĂǀĞƚŚĞŽƉƚŝŽŶƚŽƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚŝƐĐŽ ŶƚƌĂĐƚĂƚƚŚĞƐĂŵĞƉƌŝĐĞƐ͕ƚĞƌŵƐ͕ĂŶĚ ĐŽŶĚŝƚŝŽŶƐ͘/ĨĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐǇĐŚŽŽƐĞƐƚŽƉĂƌƚŝĐŝƉĂƚĞ͕ƚŚĞƚĞƌŵƐŚĂůůďĞĨŽƌƚŚĞƚĞƌŵŽĨƚŚŝƐĐŽŶƚƌĂĐƚ ĂŶĚƐŚĂůůďĞĐŽŶƚŝŶŐĞŶƚƵƉŽŶŽŶƚƌĂĐƚŽƌΖƐĂĐĐĞƉƚĂŶĐĞ͘WĂƌƚŝĐŝƉĂ ƚŝŶŐƉƵďůŝĐĂŐĞŶĐŝĞƐƐŚĂůůďĞƐŽůĞůǇ

June 24, 2025
Item #6 Page 638 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB W^ϮϱͲϯϴϭϵD/
WĂŐĞϵ ŝƚǇƚƚŽƌŶĞǇƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
ƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉůĂĐŝŶŐŽĨŽƌĚĞƌƐ͕ĂƌƌĂŶŐŝŶŐĨŽƌĚĞůŝǀĞƌǇĂŶĚͬŽƌƐĞƌǀŝĐĞƐ͕ĂŶĚŵĂŬŝŶŐƉĂǇŵĞŶƚƐƚŽƚŚĞ ŽŶƚƌĂĐƚŽƌ͘dŚĞŝƚǇŽĨĂƌůƐďĂĚĂŶĚĂƌůƐďĂĚDƵŶŝĐŝƉĂůtĂƚĞƌŝƐƚƌŝĐƚƐŚĂůůŶŽƚďĞůŝĂďůĞ͕ŽƌƌĞƐƉŽŶƐŝďůĞ͕ ĨŽƌĂŶǇŽďůŝŐĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽĨŝŶĂŶĐŝĂůƌĞƐ ƉŽŶƐŝďŝůŝƚǇ͕ŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƉĂƌƚŝĐŝƉĂƚŝŽŶ ďǇĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐǇ͘

ϯϭ͘ hd,KZ/dz
dŚĞŝŶĚŝǀŝĚƵĂůƐĞǆĞĐƵƚŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚƚŚĞŝŶƐƚƌƵŵĞŶƚƐƌĞ ĨĞƌĞŶĐĞĚŝŶŝƚŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌ ĞĂĐŚƌĞƉƌĞƐĞŶƚĂŶĚǁĂƌƌĂŶƚƚŚĂƚƚŚĞǇŚĂǀĞƚŚĞůĞŐĂůƉŽǁĞƌ͕ƌŝŐŚƚĂŶĚĂĐƚƵĂůĂƵƚŚŽƌŝƚǇƚŽďŝŶĚŽŶƚƌĂĐƚŽƌ ƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘

KEdZdKZ /dzK&Z>^͕ĂŵƵŶŝĐŝƉĂůĐŽƌƉŽƌĂƚŝŽŶŽĨ
ƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ^,E/Z͕D͕/E͕͘ĂĂůŝĨŽƌŶŝĂĐŽƌƉŽƌĂƚŝŽŶ

Ǉ͗ Ǉ͗

;ƐŝŐŶŚĞƌĞͿ </d,><hZE͕DĂǇŽƌ

Ăƌů^ĐŚŶĞŝĚĞƌ͕
WƌĞƐŝĚĞŶƚĂŶĚŚŝĞĨ&ŝŶĂŶĐŝĂůKĨĨŝĐĞƌ

;ƉƌŝŶƚŶĂŵĞͬƚŝƚůĞͿ dd^d͗
Ǉ͗ ^,ZZz&Z/^/E'Z͕ŝƚǇůĞƌŬ

;ƐŝŐŶŚĞƌĞͿ Ǉ͗
ŝƌĞĐƚŽƌŽĨŽŶƐƚŝƚƵĞŶƚΘůĞƌŬ^ĞƌǀŝĐĞƐ
;ƉƌŝŶƚŶĂŵĞͬƚŝƚůĞͿ

WƌŽƉĞƌ ŶŽƚĂƌŝĂů ĂĐŬŶŽǁůĞĚŐŵĞŶƚ ŽĨ ĞǆĞĐƵƚŝŽŶ ďǇ ŽŶƚƌĂĐƚŽƌ ŵƵƐƚďĞ ĂƚƚĂĐŚĞĚ͘ /Ĩ Ă ĐŽƌƉŽƌĂƚŝŽŶ͕ ŐƌĞĞŵĞŶƚŵƵƐƚďĞƐŝŐŶĞĚďǇŽŶĞĐŽƌƉŽƌĂƚĞŽĨĨŝĐĞƌĨƌŽŵĞĂĐŚŽĨƚŚĞĨŽůůŽǁŝŶŐƚǁŽŐƌŽƵƉƐ͗ 'ƌŽƵƉ 'ƌŽƵƉ
ŚĂŝƌŵĂŶ͕
W
ƌĞƐŝĚĞŶƚ͕Žƌ
sŝĐĞͲWƌĞƐŝĚĞŶƚ
^ĞĐƌĞƚĂƌǇ͕

ƐƐŝƐƚĂŶƚ^ĞĐƌĞƚĂƌǇ͕
&KŽƌƐƐŝƐƚĂŶƚdƌĞĂƐƵƌĞƌ

KƚŚĞƌǁŝƐĞ͕ƚŚĞĐŽƌƉŽƌĂƚŝŽŶŵƵƐƚĂƚƚĂĐŚĂƌĞƐŽůƵƚŝŽŶĐĞƌƚŝĨŝĞĚďǇƚŚĞƐĞĐƌĞƚĂƌǇŽƌĂƐƐŝƐƚĂŶƚƐĞĐƌĞƚĂƌǇƵŶĚĞƌ ĐŽƌƉŽƌĂƚĞƐĞĂůĞŵƉŽǁĞƌŝŶŐƚŚĞŽĨĨŝĐĞƌ;ƐͿƐŝŐŶŝŶŐƚŽďŝŶĚƚŚĞĐŽƌƉŽƌĂƚŝŽŶ͘ WWZKs^dK&KZD͗

/E/<͘DĐD,KE͕ŝƚǇƚƚŽƌŶĞǇ

z͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ

June 24, 2025
Item #6 Page 639 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB

W^ϮϱͲϯϴϭϵD/
WĂŐĞϭϬ ŝƚǇƚƚŽƌŶĞǇƉƉƌŽǀĞĚsĞƌƐŝŽŶϮͬϭϭͬϮϬϮϱ
y,//d

^KWK&^Zs/^E&^

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June 24, 2025
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB CITY OF CARLSBAD • ON-CALL CONSTRUCTION MANAGEMENT & INSPECTION – DISCIPLINE 2 • RFQ NO. RFQ25-3671CMI

FEE PROPOSAL
PAGE 1
Category Hourly Rate
SSeniorr Constructionn Managerr (withh CCMM credential,, e.g.,, Robertt Polley) $212 Constructionn Manager/Fieldd Engineerr (withoutt CCMM credential) $190 Projectt Administrativee Support $100
Estimating $190
Scheduling $190
Firmm Principall involvementt inn thee abovee categories,, wheree required $250 Reimbursable Expenses Cost
RReprographics,, ass needed Pass-through,
no markup
Quality assurance and inspection are provided by the Senior Construction Manager as outlined above.

Costs are in dollars per hour, fully burdened (inclusive of mileage, travel expenses, all equipment, cell phones, laptops, insurance, and vehicle charges, etc.).

As stipulated in the RFQ, our pricing shall remain ﬁrm for the initial three-year term. If the City elects to extend the Agreement, the costs of services can be increased by a maximum of 2% per extension term, if agreed to by both parties.

PSA25-3819CMI - Exhibit "A" (Cont.)

June 24, 2025
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MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION WSP USA, 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 WSP USA, Inc., a New York corporation ("Contractor").

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

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

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

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

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

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 AT
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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.

6. PUBLIC WORKS

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: CC03ABB9-3FED-45FB-85B9-635824C3DEAC 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.

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 Docusign Envelope ID: CC03ABB9-3FED-45FB-85B9-635824C3DEAC 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.

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.

13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.

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

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

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

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

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

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

13.5 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.

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) co py 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 Andrew Fiscus
Title Senior Contract Administrator Title Contract Manager Dept Public Works/CM&I Address 9177 Sky Park Court
CITY OF CARLSBAD San Diego, CA 92123
Address 1635 Faraday Ave. Phone 760-505-5475
Carlsbad, CA 92008 Email [email protected]
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.

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

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Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a 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.

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: CC03ABB9-3FED-45FB-85B9-635824C3DEAC June 24, 2025
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor.

30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely Docusign Envelope ID: CC03ABB9-3FED-45FB-85B9-635824C3DEAC June 24, 2025
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CONTRACTOR
CITY OF CARLSBAD, a municipal corporation of
the State of California
WSP USA, Inc., a New York corporation

By: By:

(sign here) KEITH BLACKBURN, Mayor

Andrew Fiscus, Vice President
(print name/title) ATTEST:

By: SHERRY FREISINGER, City Clerk

(sign here) By:

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

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

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

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

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney

BY: _____________________________

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EXHIBIT A

SCOPE OF SERVICES AND FEES

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

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

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

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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB TITLE HOURLY RATE

1. Project Manager $190.00

2. Jr CMRE / Inspector / Material Tester $240.00

3. Jr CMRE / Inspector / Material Tester $240.00

4. Jr CMRE / Inspector / Material Tester $240.00

5. CMRE / Inspector $260.00

6. CMRE / Inspector $260.00

7. CMRE / Inspector $260.00

8. CMRE / Inspector $260.00

9. Principal Material Tester $295.00

10. Senior Environmental Scientist $305.00

11. Senior - CMRE / Inspector $300.00

12. Contract Manager $350.00
NAME FIRM TITLE HOURLY RATE

1. Chris Kelley Acrostic CMRE / Inspector $185.00

2. Christine Willson Imperium First Senior Labor Compliance $103.00

3. Christelle Olu-Coker Imperium First Labor Compliance Specialist $89.00

4. Robin Wollen La Salle Sollutions Construction Inspector $235.00

5. Enrique Castaneda La Salle Sollutions CM/RE $235.00

6. Samuel Virgil La Salle Sollutions CM/RE $235.00

7. Exavier Aguilar La Salle Sollutions CM/RE $235.00

8. Carlos Molina La Salle Sollutions CM/RE $235.00

9. Donovan Stacy La Salle Sollutions CM/RE $235.00
COST % MARKUP

1. Included in Hourly Rate None

2. Included in Hourly Rate None

3. Included in Hourly Rate None

4. Included in Hourly Rate None

5. 10%
PUBLIC WORKS – REQUEST FOR QUALIFICATIONS RFQ25-3671CMI 2025 Master Agreement Consultant Services for Construction Management & Inspection Services EXHIBIT A – MASTER AGREEMENT RATE SCHEDULE
Prices valid through initial Term of Agreement
STAFF

SUB-CONSULTANTS

EXPENSES
WSP Mileage
Imperium First Mileage
Acrostic Mileage
La Salle Mileage
Subconsultant Markup
Fiscus, Andrew
Packey, Keith
NAME

DESCRIPTION
Ramirez, Tony
Williams, Spencer
Corbala, Anna
Jaffe, Adam
Hopkins, Yvette
Seyde, Veronica
Wilson, David
Diana, Michael
Kiepe, Thomas
Mahmalji, Samir
PSA25-3821CMI
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PSA25-3788CA
1 MASTER AGREEMENT FOR

WASTEWATER ENGINEERING SERVICES
CAROLLO ENGINEERS, INC.

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

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

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

C. Contractor has the necessary experience in providing professional services and advice related to wastewater 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: 6019B234-A882-4FAA-9017-E318BB78DF0F 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 five hundred thousand dollars ($ 500,000). Fees will be paid on a project -by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

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

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

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

6. PUBLIC WORKS

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

6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Docusign Envelope ID: 6019B234-A882-4FAA-9017-E318BB78DF0F 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.

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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.

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 C ontractor’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: 6019B234-A882-4FAA-9017-E318BB78DF0F 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.

13.1.2 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.

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

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

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

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

13.4 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.

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

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

For City: For Contractor:

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

CITY OF CARLSBAD
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Docusign Envelope ID: 6019B234-A882-4FAA-9017-E318BB78DF0F 5355 Mira Sorrento Place
San Diego CA 92122
[email protected]
Jeff Weishaar
Vice President
858-245-6081
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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.

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: 6019B234-A882-4FAA-9017-E318BB78DF0F 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.

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.

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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.

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
CAROLLO ENGINEERS, INC., a Delaware
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Jeffrey A. Weishaar,
Associate 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 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 wastewater engineering services, as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:

A. Design of Gravity Sewers, Lift Stations, Force Mains and Surge Protection and Odor Control Systems.

B. Sewer System Rehabilitation.

C. Electrical Upgrades and Optimization Studies for Lift Stations.

D. Constructability Review and Development Plan Review.

E. Regulatory Agency Compliance Support/ Reports/ Studies.

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

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1 \\io-bd-1\BD-DATA\Marketing\Pursuits\Client21(SDO)\Carlsbad\MasterAgreementSvcs2024-PhaseII\Qual1224\Indd\04-Cat1517-FeeSchedule

CITY OF CARLSBAD / MASTER SERVICES AGREEMENT FOR CONSULTANTS PHASE II Wastewater Engineering Services
Services Schedule of Hourly Billing Rates
As of January 1, 2025, California
Hourly Rate
Engineers/Scientists
Assistant Professional $180
Design Engineer $190
Professional $195
Project Engineer $215
Project Professional $233
Senior Engineer $270
Lead Project Professional / Task Order Manager $280
Contract Manager $298
Senior Professional $320
Technicians
Technicians $175
Senior Technicians $190
Support Staff
Document Processing / Clerical $160
Other Direct Expenses
Travel and Subsistence at cost
Mileage at IRS Reimbursement Rate
Effective January 1, 2025 $.67 per mile
Subconsultant cost + 5%
Other Direct Cost cost + 5%
Expert Witness Rate x 2.0
This fee schedule is subject to annual revisions due to labor adjustments.

Fee Schedule
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1 MASTER AGREEMENT FOR

WASTEWATER ENGINEERING SERVICES

DOKKEN ENGINEERING
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 Dokken Engineering, a California corporation ("Contractor").

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

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

C. Contractor has the necessary experience in providing professional services and advice related to wastewater engineering.

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

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

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

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 five hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

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

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

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

6. PUBLIC WORKS

6.2 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.

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.

13.1.2 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.

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

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

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

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

13.4 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.

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.

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.

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.

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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.

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

{signatures on following page}

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10 CONTRACTOR
DOKKEN ENGINEERING, a California
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
John A. Klemunes, 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:

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _____________________________

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PSA25-3789CA
11 EXHIBIT A

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

A. Design of Gravity Sewers, Lift Stations, Force Mains and Surge Protection and Odor Control Systems.

B. Sewer System Rehabilitation.

C. Electrical Upgrades and Optimization Studies for Lift Stations.

D. Constructability Review and Development Plan Review.

E. Regulatory Agency Compliance Support/ Reports/ Studies.

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

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HOURLY RATE

1. $205.00

2. $325.00

3. $325.00

4. $295.00

5. $255.00

6. $205.00

7. $185.00

8. $160.00

9. $135.00

10. $245.00

11. $160.00

12. $125.00

13. $285.00

14. $215.00

15. $195.00

16. $145.00

17. $115.00

18. $95.00

19. $235.00

20. $195.00

21. $125.00

22. $125.00

23. $95.00

1. 2.

3. 4.

ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement

DOKKEN ENGINEERING

NAME TITLE
Craig Pekunece, PE Contract/Project Manager
Staff Principal in Charge
Staff QA/QC Manager
Staff Senior Engineer 2
Staff Senior Engineer 1
Staff Associate Engineer 2
Staff Associate Engineer 1
Staff Assistant Engineer 2
Staff Assistant Engineer 1
Staff Senior CAD Manager
Staff CAD/Engineering Technician 2
Staff CAD/Engineering Technician 1
Staff Environmental Manager
Staff Principal Planner
Staff Senior Environmental Planner
Staff Associate Environmental Planner
Staff Environmental Planner
Staff Environmental Technician
Staff Right of Way Manager
Staff Senior Right of Way Agent
Staff Right of Way Agent
Staff Right of Way Appraiser
Staff Right of Way Assistant

SUB-CONSULTANTS
FIRM
Aguirre & Associates See attached rate schedule.

BSE Engineering See attached rate schedule.

LEE + RO See attached rate schedule.

NOVA Services See attached rate schedule.

PSA25-37 CA
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1. 0%

2. 0%

3. 0%

4. 0%

5. 0%

6. 0%

7. 0%

8. 0%

9. 0%

10. 0%

11. 0%

EXPENSES

DESCRIPTION COST
Outside Reproduction Actual Cost
Permit Fees Actual Cost
Public Notice Advertisements Actual Cost
Postage for Public Notice Advertisements Actual Cost
Record Search Fees / EDR Reports Actual Cost
Room and Equipment Rentals Actual Cost
Appraisals Actual Cost
Appraisal Reviews Actual Cost
Traffic Control Actual Cost
Utility Potholing Actual Cost
Title Reports Actual Cost
PSA25-37 CA
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AGUIRRE & ASSOCIATES
8363 CENTER DRIVE, SUITE 5A - -7203
-OF-WAY ENGINEERING

SCHEDULE OF HOURLY BILLING RATES
Effective January 1, 2024

LAND SURVEYING SERVICES - OFFICE
Mickey Aguirre, Principal Land Surveyor PLS $200.00
Mike Havener, Land Surveyor LS 180.00
Kenneth Anderson, CAD Technician CAD 120.00

LAND SURVEYING SERVICES - FIELD
Marc Syverson, 1-Person Survey Crew (PW) 1PSC-PW 250.00 Marc Syverson, 1-Person Survey Crew (GPS) (PW) 1PSC-GPS-PW 250.00 Ivan Nunez, GPS Crew Assistant (PW) GPS-A-PW 245.00
Marc Syverson, Survey Crew Party Chief (PW) PC-PW 250.00 Ivan Nunez, Survey Crew Chainman (PW) CH-PW 245.00
PW = Prevailing Wage Position

DIRECT COSTS
Prints and Copies Cost
Delivery Charges Cost
Photogrammetry Cost
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB 9903 Businesspark Ave, Suite 104, San Diego, CA 92131
tel 858.800.6000 fax 858.800.6001 www.BSEengineering.com California Professional Engineers M29400 / E13353
– ATTACHMENT B MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement
STAFF

NAME TITLE HOURLY RATE
1 Alan Brown Principal Engineer $ 294.00
2 Paul Luster Principal Engineer $ 294.00
3 Ross Slocum Senior Associate $ 250.00
4 Brandon Reed Senior Associate $ 250.00
5 Bobby Rodrigues Senior Associate $ 250.00
6 Karl Fish Senior Associate $ 250.00
7 TBD Associate Engineer $ 229.00
8 Miriam Pinzon-Betancourt Senior Engineer $ 208.00
9 Jordan Katz Project Engineer $ 192.00
10 TBD Engineer II $ 159.00
11 Mathew Ballerini Engineer I $ 142.00
12 Noel Wilshusen Senior Designer $ 160.00
13 Kevin Sheppard Senior Designer $ 160.00
14 Julio Iraheta Senior Designer $ 160.00
15 TBD Designer II $ 138.00
16 TBD Designer I $ 116.00
17 Jeremy Carnahan Senior CAD/BIM $ 117.00
18 Patrick Adams Senior CAD/BIM $ 117.00
19 TBD CAD/BIM II $ 101.00
20 Elizabeth Potts CAD/BIM I $ 84.00
21 Vanessa Ortega Senior Administrator $ 149.00
22 Lisa Velazquez Admin $ 83.00
PSA25-37 CA
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE (EXAMPLE) Prices valid through Term of Agreement

NAME TITLE HOURLY RATE

1. Eric Lovering Principle in Charge $353.00

2. Eric Magee Supervising Engineer $284.00

3. Boyana Angelova Engineer $197.00

4. Shayan Sharifzad Assistant Engineer $131.00

5. Abigail Tymn Junior Engineer $109.00

9. Hector Robledo Principal Designer $235.00

10. Gloria Hodgers Administrative 2 $114.00
DESCRIPTION COST % MARKUP

1. Mileage IRS Published Rate 0%

2. Copy services $0.15 / page 0%

3. Mylar Copies $8.00 / page 0%

4. RFQ25-3437CA

REQUEST FOR QUALIFICATIONS-

MASTER SERVICES AGREMENT FOR CONSULTANTS
24 DUE DATE 12/18/2024
3:00 PM PST
STAFF

EXPENSES
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB City of Carlsbad Rates for
Professional and Technical Services
4373 Viewridge Avenue, Suite B
San Diego, CA 92123
P: 858.292.7575
usa-nova.com
16610 Aston Street
Irvine, CA 92606
P: 949.388.7710

NAME TITLE HOURLY RATE
Professional Staff
Principal Geotechnical Engineer $ 275.00
Tom Canady, PE Principal Engineer/Geologist $ 250.00
Andrew Neuhaus, PG/CEG Senior Engineer/Geologist $ 225.00 Project Manager $ 225.00
Project Engineer/Geologist $ 200.00
Staff Engineer/Geologist $ 180.00
Soils Technician $ 140.00
Laboratory Technician (sample pick-ups; services
outside normal business hours)
$ 95.00
Technical Drafter (CAD) $ 110.00
Administrative Support $ 75.00

LABORATORY TESTING
Description ASTM RATE/EA
Soil and Aggregate
Compaction Curve, Modified, D1557 $ 275.00
Compaction Curve, Standard, D698 $ 275.00
Compaction Check Point $ 90.00
Oversize Rock Correction D4718 $ 90.00
Sieve Analysis, with Wash C136, D6913, CT 202 $ 155.00
Sieve Analysis, fine with Hydrometer D6913, D7928, D422 $ 240.00 Percent Finer than #200 C117 $ 85.00
Specific Gravity and Absorption, Coarse C127, CT 206 $ 180.00 Specific Gravity and Absorption, Fine C128, CT 207 $ 135.00 Unit Weight and Voids in Aggregate C29, CT 212 $ 90.00
Moisture Content D2216, CT 226 $ 45.00
Moisture Content and Dry Density D2937 $ 45.00
Atterberg Limits: PL, LL, PI D4318, CT 204 $ 225.00
Sand Equivalent D2419, CT 217 $ 100.00
Durability Index D3744 $ 265.00
Cleanness Value CT 227 $ Quote
Los Angeles Abrasion (LA Rattler) C131, C535 $ Quote
Expansion Index D4829 $ 235.00
R-Value D2844 $ 376.00
Consolidation D2435 $ 250.00
Direct Shear D3080 $ 335.00
Direct Shear Remold $ 635.00
Sulfate and Chloride Content $ 130.00
pH and Resistivity CT 643 $ 165.00
Unconfined Compression D2166 $ 180.00
California Bearing Ratio D1883 $ 650.00
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB City of Carlsbad Rates for
Professional and Technical Services
Asphalt Concrete
Hveem Stability and Unit Weight D1560 $ 370.00
Wet Track Abrasion D3910 $ 230.00
Maximum Theoretical Specific Gravity (Rice) D2041 $ 150.00 Percent Asphalt with Gradation (ignition oven) C6307 $ 250.00 Unit Weight Only (compacted sample or core) D2726, D1188 $ 55.00 Unit Weight Requiring Compaction D2726 $ 250.00
Asphalt Mix Design Review (per hour) $ 250.00

EXPENSES AND OUTSIDE SERVICES
Outside services and reimbursable expenses not included in this fee schedule (samples sent to outside laboratory for testing, samples sent to outside fabricator or machine shop, equipment, subcontractors, vendor credentialing and billing programs, etc.) are charged at cost plus 10%.

ADDITIONAL TERMS AND CONDITIONS
Overtime occurs in the following instances:
- work more than 8 hours per day is charged at time-and-a-half. - work more than 40 hours per week is charged at time-and-a-half. - work performed outside the hours between 6:30 a.m. and 4:00 p.m., Monday through Friday is charged at time-and-a- half; work up to 12 hours per day on Saturday is charged at time-and-a-half. - work more than 12 hours in one day, or over 8 hours on the 7th consecutive day or worked Sundays/holidays is charged at double time.

Hourly rates are charged on a portal-to-portal basis.

A 4-hour minimum is charged for field services. Work performed more than 4 hours will be charged at 8 hours. Work performed over 8 hours is charged in half-hour increments. 24-hour notice is required for testing and inspection services. There will be a 4-hour minimum charge (show-up time) for cancellations without notification.

Same Day Callouts will be subject to a 1-hour project management fee.

When personnel are required by job conditions to work more than 5 consecutive hours without the ability to take a one- half hour uninterrupted lunch period, an additional hour will be billed at regular time in addition to actual hours worked.

Laboratory testing that is required to be performed outside regular hours will be billed for Lab Technician time in addition to the lab test rate. Weekend sample pickups, if required, will incur additional charges.

Please note that our services are billed on a time and materials basis. Our fees are determined by the construction schedule as well as the type and frequency of services requested and specified by local jurisdictions and their representatives.

PSA25-37 CA
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1 MASTER AGREEMENT FOR

WASTEWATER ENGINEERING SERVICES
DUDEK
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 Dudek, a California corporation ("Contractor").

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

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

C. Contractor has the necessary experience in providing professional services and advice related to wastewater engineering.

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

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

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

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 five hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

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

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

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

6. PUBLIC WORKS

6.2 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.

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.

13.1.2 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.

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

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

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

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

13.4 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.

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.

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.

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.

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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.

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

{signatures on following page}

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10 CONTRACTOR
DUDEK, a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Joseph Monaco, President
(print name/title) ATTEST:

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

Amy M. Paul, Secretary
Faviola Medina,
Director of Constituent & Clerk Services

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _____________________________

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PSA25-3790CA
11 EXHIBIT A

A. Design of Gravity Sewers, Lift Stations, Force Mains and Surge Protection and Odor Control Systems.

B. Sewer System Rehabilitation.

C. Electrical Upgrades and Optimization Studies for Lift Stations.

D. Constructability Review and Development Plan Review.

E. Regulatory Agency Compliance Support/ Reports/ Studies.

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

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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB Master Services Agreement for Consultants Number: RFQ25-3437CA 1 Discipline 15: Wastewater Engineering Proposed Fee Schedule Table 1, Table 2, and Table 3 detail our proposed rate schedule.

Table 1. Dudek Staff
Name Title Hourly Rate
Russ Bergholz, PE Contract Manager $315
Kate Palmer, PE Gravity Sewers and Forcemains $290
Joe Schnieder, PE Electrical Upgrades and Optimization for Lift Stations $265 Neil Harper, PE Constructibility Review $300
Brandon Lacap, PE Lift Station Design $275
Amanda Combs, PE Sewer Rehabilitation $290
Elizabeth Caliva, PE Sewer Rehabilitation $290
Alex Hardy Regulatory Agency Compliance Support/Reports/Studies $250 Table 2. Subconsultants
Name/Firm Title Hourly Rate
Justin Pallamary, PLS, NV5 Global Inc. Senior Project Manager $235 Joel Paulson, PLS, GISP, NV5 Global Inc. Senior Project Manager $235 Carl Henderson, PhD, PE, GE, NV5 Global Inc. Senior Principal Engineer $245 Paul Cunningham, PE, GE, NV5 Global Inc. Senior Engineer $185 Joe Rodriguez, EIT, NV5 Global Inc. Senior Staff Engineer $135 Scott Foster (Scott Foster Engineering Inc.) Principal Engineer $270 Gabriel Mercado, AirX Utility Surveyors Operations Manager $205 Rodrigo Rodriguez, AirX Utility Surveyors Project Manager $205 Clinton Boogaard, AirX Utility Surveyors Traffic Control Manager $130 Table 3. Expenses
Description Cost % Markup
Mileage $0.67/mile 0%
Printing Services (D-size sheets) $4/sheet 0%
PSA25-3790CA
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1 MASTER AGREEMENT FOR

WASTEWATER ENGINEERING SERVICES
MICHAEL K. NUNLEY & ASSOCIATES, INC.

THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Michael K. Nunley & Associates, Inc., a California corporation ("Contractor").

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

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

C. Contractor has the necessary experience in providing professional services and advice related to wastewater engineering.

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

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

2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.

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 five hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these.

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

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

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

6. PUBLIC WORKS

6.2 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.

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.

13.1.2 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.

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

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

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

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

13.4 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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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.

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.

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.

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.

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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.

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

{signatures on following page}

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10 CONTRACTOR
MICHAEL K. NUNLEY & ASSOCIATES, INC.,
a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Michael K. Nunley,
President, Secretary and CFO
(print name/title) ATTEST:

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

Faviola Medina,
Director of Constituent & Clerk Services

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _____________________________

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PSA25-3791CA
11 EXHIBIT A

A. Design of Gravity Sewers, Lift Stations, Force Mains and Surge Protection and Odor Control Systems.

B. Sewer System Rehabilitation.

C. Electrical Upgrades and Optimization Studies for Lift Stations.

D. Constructability Review and Development Plan Review.

E. Regulatory Agency Compliance Support/ Reports/ Studies.

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

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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB CATEGORY POSITION 2025-2027
Communications
and
Administrative
Administrative Assistant $119
Strategic Communications Coordinator $132
Strategic Communications Specialist $176
Designers and
Technicians
CAD Technician I $160
CAD Design Technician II $182
Senior Designer $194
Planning
Assistant Planner I $173
Assistant Planner II $193
GIS Specialist $193
Planner I $213
Planner II $229
Senior Planner $258
Engineers
Engineering Technician $129
Assistant Engineer I $173
Assistant Engineer II $193
Project Engineer I $213
Project Engineer II $229
Senior Engineer I $250
Senior Engineer II $264
Senior Engineer III $280
Principal Engineer $303
Project
Management
Project Manager $269
Senior Project Manager $280
Project Director $327
Senior Project Director $345
Construction
Management
Services
Scheduler $187
*** Construction Inspector $209
Assistant Resident Engineer $209
Resident Engineer $223
Construction Manager $243
Principal Construction Manager $286

DIRECT PROJECT EXPENSES
Outside Reproduction Cost + 10%
Subcontracted or Subconsultant Services Cost + 10%
Auto Mileage Current IRS Rate
*** 40 hrs per week assumed; part-time rates can be provided upon request Rates also subject to prevailing wage mandatory increases during a calendar year 2025-2027 FEE SCHEDULE
PSA25-3791CA
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PSA25-3796CA
1 MASTER AGREEMENT FOR

WATER AND WASTEWATER ASSET MANAGEMENT SERVICES
HDR 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 HDR Engineering, Inc., a Nebraska corporation ("Contractor").

RECITALS
A. City requires the pr ofessional services of a consultant t hat is experienced in w ater and wastewater asset management services.

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

C. Contractor has the necessary experience in providing professional services and advice related to water and wastewater asset management services.

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. Extensions will be ba sed upon a satisfactory review of Contractor’s performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.

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2 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 pursua nt 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 increase s 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, 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 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 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.

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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 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 provid e 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, sc hedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve Contractor of any other requirements as may be specified in this Agreement or Task Descriptions.

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

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

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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 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.

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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 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 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 lim it 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 th e 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' Compen sation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.

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 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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6 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 Failure to Maintain Coverage. If Contractor fa ils 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 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 agen ts, 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 ch anges 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.

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.

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 meth od 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 Contra ctor 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 percenta ge of work that Contractor has performed which is

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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 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. 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 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. 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 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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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 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.

{signatures on following page}

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10 CONTRACTOR
HDR ENGINEERING, INC., a Nebraska
corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Keith Blackburn, Mayor
Anna Y. Lantin, 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:

APPROVED AS TO FORM:

CINDIE K. McMAHON, City Attorney
BY: _____________________________

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PSA25-3796CA
11 EXHIBIT A

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

A. Capital planning software use, configuration and support.

B. Condition assessment analysis and project support.

C. Estimated useful life guidance.

D. Development of risk criteria and decision logic.

E. Rehabilitation and replacement planning.

F. GIS and asset data support.

G. Asset management and business process support.

H. Regulatory reporting and documentation related to water and wastewater infrastructure (WDR/SSMP, risk and resilience, emergency response).

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

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Item #6 Page 717 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB 1 RFQ 25-3437CA Master Agreement Consultant Services | Discipline 18. Water/Wastewater Asset Management City of Carlsbad | Fee Proposal: Master Services Agreement Rate Schedule Discipline 18: Water/Wastewater Asset Management
ATTACHMENT B– MASTER SERVICES AGREEMENT RATE SCHEDULE

PRICES VALID THROUGH TERM OF AGREEMENT
STAFF

NAME TITLE HOURLY RATE

1. Tom McCormack Project Manager $285

2. Joseph Nye Principal-in-Charge $398

3. Eric Scherch Quality Manager $385

4. Dean Gipson Regulatory Support Lead $398

5. Mike Flores Senior Asset Management $398

6. Dan Ellison Senior Condition Assessment $398

7. Leanne Hammond Senior Planning Engineer $395

8. Dave Spencer Linear Asset Management Lead $380

9. Mandira Sudame Senior Engineer II $375

10. Stephen Beppler Senior Engineer I $350

11. Badri Badriyha Senior Engineer $300

12. Al Ribachonek Condition Assessment III $295

13. Marc Wegner Condition Assessment III $295

14. Mersedeh Akhoondan Condition Assessment II $240

15. Steven Pierce Condition Assessment I $180

16. Lucy Jaramillo External Condition Assessment Lead $210

17. Alice Wang Project Engineer II $230

18. Amanda Leipard Asset Management II $235

19. Kanchan Joshi Asset Management I $185

20. Yuying Li Senior GIS Analyst $265

21. Anders Burvall GIS Analyst II $225

22. Sharon Jacob GIS Analyst I $140

23. Elisa Rivera Staff Engineer I $155

24. Carmen Sandoval Accountant $160

25. Chelsea Feller Project Coordinator $130

26. Katherine Murray Document Specialist $140
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Item #6 Page 718 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB 2 RFQ 25-3437CA Master Agreement Consultant Services | Discipline 18. Water/Wastewater Asset Management City of Carlsbad | Fee Proposal: Master Services Agreement Rate Schedule Discipline 18: Water/Wastewater Asset Management (cont’d.) ATTACHMENT B– MASTER SERVICES AGREEMENT RATE SCHEDULE

PRICES VALID THROUGH TERM OF AGREEMENT

SUBCONSULTANTS

NAME/FIRM TITLE HOURLY RATE

1. N/A N/A N/A

EXPENSES
DESCRIPTION COST % MARKUP

1. Mileage $0.67 per mile, or as permitted by the IRS 5%

2. Printing - B&W 8.5 x 11 $0.05 per sheet 5%

3. Printing - Color 8.5 x 11 $0.15 per sheet 5%

4. Mailing at cost 5%
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June 24, 2025
Item #6 Page 719 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB

Carlsbad City CouncilJune 24, 2025

Carlsbad City Council
June 24, 2025