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Home My WebLink About2024-11-12; Municipal Water District; Resolution 1751RESOLUTION NO. 1751 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD MUNICIPAL WATER DISTRICT, APPROVING 13 MASTER AGREEMENTS WITH CONSULTING FIRMS TO PROVIDE PROFESSIONAL SERVICES IN AN AMOUNT NOT TO EXCEED $5,400,000 WHEREAS, the Carlsbad Municipal Water District Board has determined that securing access to a diverse pool of available consultants for professional services that facilitate timely completion of departmental and Capital Improvement Program projects is needed; and WHEREAS, staff posted a request for qualifications, then received and reviewed statements of qualifications for professional services consistent with the Carlsbad Municipal Code Section 3.28.060; and WHEREAS, following a review and ranking of the statements of qualifications based on a weighted scoring system, staff recommend the firms most qualified in providing the best value to the Carlsbad Municipal Water District for the corresponding disciplines for the term Dec. 1, 2024, through Nov. 30, 2027, with an initial three-year agreement and two additional one-year extensions at the discretion of the Executive Manager: 1. Civil engineering (General), Kimley-Horn and Associates, Inc. (Attachment A) 2. Civil engineering (General), O'Day Consultants, Inc. (Attachment B) 3. Corrosion engineering, RF Yeager Engineering, Inc. (Attachment C) 4. Electrical engineering, BSE Engineering, Inc. (Attachment D) 5. Electrical engineering, Enterprise Engineering, Inc. (Attachment E 6. Environmental planning/studies, Environmental Science Associates (Attachment F) 7. Environmental planning/studies, HELIX Environmental Planning, Inc. (Attachment G) 8. Financial services, Carollo Engineers, Inc. (Attachment H) 9. Financial services, Hoch Consulting, APC (Attachment I) 10. Utility locating/ potholing, Underground Solutions, Inc. (Attachment J) 11. Water resources studies and engineering, Dudek (Attachment K) 12. Water resources studies and engineering, NVS, Inc. (Attachment L) 13. Water and recycled water planning, Hoch Consulting, APC (Attachment M) NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the attached 13 master agreements are hereby approved in a total amount not to exceed $5,400,000. 3. That the President is hereby authorized and directed to execute the attached 13 master agreements on behalf of the Carlsbad Municipal Water District Board. 4. That the Executive Manager, or designee, is authorized to sign, on behalf of the Carlsbad Municipal Water District, future project task descriptions and fee allotments issued under these master agreements. 5. That the Executive Manager is further authorized to execute amendments to extend the agreements for up to two additional one-year periods, or portions thereof. PASSED, APPROVED AND ADOPTED at a Special Meeting of the Board of Directors of the Carlsbad Municipal Water District of the City of Carlsbad on the 12th day of November, 2024, by the following vote, to wit: AYES: NAYS: ABSTAIN: ABSENT: BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA. NONE. NONE. NONE. KEITH BLACKBURN, President SHERRY FREISINGER, Secretary (SEAL) ATTACHMENT A PSA25-3533CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed 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”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 514 of 680 ATTACHMENT A PSA25-3533CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 515 of 680 ATTACHMENT A PSA25-3533CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 516 of 680 ATTACHMENT A PSA25-3533CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 517 of 680 ATTACHMENT A PSA25-3533CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Title Senior Contract Administrator Title Dept Public Works Address CARLSBAD MUNICIPAL WATER DISTRICT Address 1635 Faraday Avenue Phone Carlsbad, CA 92008 Email 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. DĂƌŬƌĂƵũŽ͕W WƌŽũĞĐƚDĂŶĂŐĞƌ ϰϬϭ^ƚƌĞĞƚ͕^ƵŝƚĞϲϬϬ ^ĂŶŝĞŐŽ͕ϵϮϭϬϭ ϲϭϵͲϳϰϰͲϬϭϳϳŵ͗ϳϲϬͲϲϭϯͲϭϮϵϱ ŵĂƌŬ͘ĂƌĂƵũŽΛŬŝŵůĞǇͲŚŽƌŶ͘ĐŽŵ Nov. 12, 2024 Item #2 Page 518 of 680 ATTACHMENT A PSA25-3533CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. Nov. 12, 2024 Item #2 Page 519 of 680 ATTACHMENT A PSA25-3533CA Page 8 General Counsel Approved 5/22/2024 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Nov. 12, 2024 Item #2 Page 520 of 680 ATTACHMENT A PSA25-3533CA Page 9 General Counsel Approved 5/22/2024 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. Executed by Contractor this___________ day of _______________________, 2024. Nov. 12, 2024 Item #2 Page 521 of 680 ATTACHMENT A PSA25-3533CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of general civil engineering tasks as outlined in individual Project Task Descriptions and Fee Allotments (PTD&FA), related to the following: A. Roadway Design. B. Parkway Design. C. Site Design. D. Roundabout Design. E. Visual Simulations. F. Intelligent Transportation Systems. G. ADA Design / Inspection. H. Stormwater Engineering (Civil Design). Requests for work not listed above must be contracted under separate agreement. Nov. 12, 2024 Item #2 Page 523 of 680 6WDWHPHQWRI4XDOLƂFDWLRQVIRU 0DVWHU6HUYLFHV$JUHHPHQWIRU&RQVXOWDQWV1XPEHU5)4&$ DISCIPLINE CATEGORY 2. CIVIL ENGINEERING City of Carlsbad GMOC80034.2024 ii Kimley-Horn and Associates, Inc. ____________________________________ Hourly Labor Rate Schedule Classification Rate Analyst I $120 - $175 Analyst II $160 - $215 Professional $185 - $250 Senior Professional I $240 - $340 Senior Professional II $335 - $440 Senior Technical Support $180 - $320 Technical Support $100 - $190 Support Staff $80 - $155 BR00PUDIS.A.CCT Effective through December 31, 2027. Subject to annual adjustment thereafter. Internal Reimbursable Expenses will be billed at 5% of Labor Billings. External Reimbursable Expenses will be billed at 10% mark-up, or per the Contract. Allowed mileage will be billed at the Federal Rate. Sub-Consultants will be billed at 10% mark-up, or per the Contract. Nov. 12, 2024 Item #2 Page 524 of 680 ATTACHMENT B PSA25-3534CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed 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”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 526 of 680 ATTACHMENT B PSA25-3534CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 527 of 680 ATTACHMENT B PSA25-3534CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 528 of 680 ATTACHMENT B PSA25-3534CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 529 of 680 ATTACHMENT B PSA25-3534CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Title Senior Contract Administrator Title Dept Public Works Address CARLSBAD MUNICIPAL WATER DISTRICT Address 1635 Faraday Avenue Phone Carlsbad, CA 92008 Email 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. ĞƚŚZĞŝƚĞƌ WƌŽũĞĐƚDĂŶĂŐĞƌ ϮϳϭϬ>ŽŬĞƌǀĞŶƵĞtĞƐƚ͕^ƵŝƚĞϭϬϬ ĂƌůƐďĂĚ͕ϵϮϬϭϬ ϳϲϬͲϵϯϭͲϳϳϬϬĞǆƚ͘ϯϮϯŵ͗ϴϱϴͲϮϯϮͲϰϱϴϬ ďĞƚŚƌΛŽĚĂǇĐŽŶƐƵůƚĂŶƚƐ͘ĐŽŵ Nov. 12, 2024 Item #2 Page 530 of 680 ATTACHMENT B PSA25-3534CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. Nov. 12, 2024 Item #2 Page 531 of 680 ATTACHMENT B PSA25-3534CA Page 8 General Counsel Approved 5/22/2024 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Nov. 12, 2024 Item #2 Page 532 of 680 ATTACHMENT B PSA25-3534CA Page 9 General Counsel Approved 5/22/2024 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. Executed by Contractor this___________ day of _______________________, 2024. Nov. 12, 2024 Item #2 Page 533 of 680 ATTACHMENT B PSA25-3534CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of general civil engineering tasks as outlined in individual Project Task Descriptions and Fee Allotments (PTD&FA), related to the following: A. Roadway Design. B. Parkway Design. C. Site Design. D. Roundabout Design. E. Visual Simulations. F. Intelligent Transportation Systems. G. ADA Design / Inspection. H. Stormwater Engineering (Civil Design). Requests for work not listed above must be contracted under separate agreement. Nov. 12, 2024 Item #2 Page 535 of 680 RFQ24-3430CA 22 22 DUE DATE 6/12/2024 REQUEST FOR QUALIFICATIONSMASTER 2:00 PM PST SERVICES AGREMENT FOR CONSULTANTS ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Keith Hansen Contract Project Manager $255.00 2. Beth Reiter Project Manager $255.00 3. George O’Day QA/QC Manager $255.00 4. Paul Keck Project Engineer $208.00 5. Dylan Hibbard Project Engineer $208.00 6. Jason St. Aubin Design Engineer $179.00 7. Damon Becker Project Survey Manager/ Party Chief $186.00 8. 2 Man Survey Crew Prevailing Wage Rate $395.00 SUBCONSULTANT – BEYAZ & PATEL* NAME TITLE HOURLY RATE 1. Subhash Patel Structural Engineer 240.16 SUBCONSULTANT – GEOCON* NAME TITLE HOURLY RATE** 1. Shawn Weedon Senior Engineer, VP 140.00 2. Yong Wang Senior Engineer 140.00 3. MaƩ Love Senior Project Engineer 165.00 4. Ken Haase Senior Project Geologist 165.00 5. Brad Kuna Project Engineer 150.00 6. Dylan Thomas Project Geologist 150.00 7. Nik Garcia Staff Engineer 125.00 8. Tom Galambos Laboratory Manager 90.00 9. James Atkinson Sr. Field Technician Inspector 80.00 SUBCONSULTANT – LLG* NAME TITLE HOURLY RATE 1. K.C. Yellapu Sr. Traffic Engineer 226.00 EXPENSES DESCRIPTION COST % MARKUP 1. In-House Copy Services See next page 0% 2. Outside Copy Services Varies/page 10% 3. Aerial Topography Varies 10% 4. 5. **For prevailing wage work, a $50/hr. surcharge applies. *Subconsultant rates will be marked up 10% when invoiced. Nov. 12, 2024 Item #2 Page 536 of 680 RFQ24-3430CA 22 22 DUE DATE 6/12/2024 REQUEST FOR QUALIFICATIONSMASTER 2:00 PM PST SERVICES AGREMENT FOR CONSULTANTS ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement EXPENSES DESCRIPTION COST % MARKUP In-House Copy Services Listed below 0% 8.5x11 11x17 18x26 24x36 30x42 IN-HOUSE - Black & White $ 0.30 $ 0.60 $ 1.50 $ 2.76 $ 4.03 IN-HOUSE - Color $ 0.72 $ 1.43 $ 3.56 $ 6.56 $ 9.56 SUBMITTAL - Black & White $ 0.75 $ 1.50 $ 3.74 $ 6.90 $ 10.07 SUBMITTAL - Color $ 2.25 $ 4.49 $ 11.22 $ 20.70 $ 30.19 Nov. 12, 2024 Item #2 Page 537 of 680 ATTACHMENT C PSA25-3536CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed 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”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 539 of 680 ATTACHMENT C PSA25-3536CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 540 of 680 ATTACHMENT C PSA25-3536CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 541 of 680 ATTACHMENT C PSA25-3536CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 542 of 680 ATTACHMENT C PSA25-3536CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Title Senior Contract Administrator Title Dept Public Works Address CARLSBAD MUNICIPAL WATER DISTRICT Address 1635 Faraday Avenue Phone Carlsbad, CA 92008 Email 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. .,-) %(,( -(.#*()#'(., # # ".)'+' $ # Nov. 12, 2024 Item #2 Page 543 of 680 ATTACHMENT C PSA25-3536CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. !*' Nov. 12, 2024 Item #2 Page 544 of 680 ATTACHMENT C PSA25-3536CA Page 8 General Counsel Approved 5/22/2024 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Nov. 12, 2024 Item #2 Page 545 of 680 ATTACHMENT C PSA25-3536CA Page 9 General Counsel Approved 5/22/2024 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. Executed by Contractor this___________ day of _______________________, 2024. (, Nov. 12, 2024 Item #2 Page 546 of 680 ATTACHMENT C PSA25-3536CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of corrosion engineering tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following: A. Cathodic protection/corrosion design. B. Stray current surveys. C. Corrosion test station monitoring. D. Corrosivity assessments. E. Metallic component failure analysis. F. Preparation of reports. G. Plan reviews. H. Corrosion program reviews. I. Inspections for pipelines, reservoirs, water/wastewater facilities. J. Construction support. Requests for work not listed above must be contracted under separate agreement. Nov. 12, 2024 Item #2 Page 548 of 680 ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE Z&zĞĂŐĞƌŶŐŝŶĞĞƌŝŶŐ/ŶĐ͘ͲŽƌƌŽƐŝŽŶŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. ZŝĐŚĂƌĚ&͘zĞĂŐĞƌ:ƌ͕͘W Principal $ϮϮϬ͘ϬϬ 2. ZĂŶĚǇ:͘'ĞǀŝŶŐW ^ĞŶŝŽƌPM $ϮϭϬ͘ϬϬ 3. 'ĞŽƌŐĞDĞĚŝŶĂ ^ĞŶŝŽƌDesigner $ϭϰϱ͘ϬϬ 4. 5. 9. 10. SUB-CONSULTANTS NAME/FIRM TITLE HOURLY RATE 1. EKE 2. 3. 9. 10. EXPENSES DESCRIPTION COST % MARKUP 1. dŚĞĂďŽǀĞďŝůůŝŶŐƌĂƚĞƐŝŶĐůƵĚĞĂůů ŽǀĞƌŚĞĂĚĐŽƐƚƐƐƵĐŚĂƐŵŝůĞĂŐĞ͕ ĂĚŵŝŶ͕ĞƚĐ͘ 2. 3. 4. RFQ24-3430CA REQUEST FOR QUALIFICATIONS- MASTER SERVICES AGREMENT FOR CONSULTANTS 22 DUE DATE 6/12/2024 2:00 PM PST dĞƌĞƐĂ&ŽŶŐ ΨϭϮϱ͘ϬϬĚŵŝŶŝƐƚƌĂƚŽƌ Nov. 12, 2024 Item #2 Page 549 of 680 ATTACHMENT D PSA25-3541CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed 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”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 551 of 680 ATTACHMENT D PSA25-3541CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 552 of 680 ATTACHMENT D PSA25-3541CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 553 of 680 ATTACHMENT D PSA25-3541CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 554 of 680 ATTACHMENT D PSA25-3541CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Alan Brown, PE Title Senior Contract Administrator Title Principal Electrical Dept Public Works Address 9903 Businesspark Ave. CARLSBAD MUNICIPAL WATER DISTRICT Suite 104, San Diego, CA 92131 Address 1635 Faraday Avenue Phone Mobile 858-800-6030 619-871-3478 Carlsbad, CA 92008 Email ABrown@BSEengineering.com 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. Nov. 12, 2024 Item #2 Page 555 of 680 ATTACHMENT D PSA25-3541CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. Nov. 12, 2024 Item #2 Page 556 of 680 ATTACHMENT D PSA25-3541CA Page 8 General Counsel Approved 5/22/2024 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Nov. 12, 2024 Item #2 Page 557 of 680 ATTACHMENT D PSA25-3541CA Page 9 General Counsel Approved 5/22/2024 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. Executed by Contractor this___________ day of _______________________, 2024. Nov. 12, 2024 Item #2 Page 558 of 680 ATTACHMENT D PSA25-3541CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of electrical engineering tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following: A. Electrical System Design and Analysis: • Conducting site assessments and surveys. • Designing electrical systems for water treatment plants, wastewater treatment plants, and pumping stations. • Performing load calculations, power distribution, and system protection studies. • Developing detailed electrical schematics and single-line diagrams. B. Instrumentation and Control Systems: • Designing and implementing instrumentation and control systems for process monitoring and control. • Designing SCADA systems for remote monitoring and control. • Designing custom electrical control panels tailored to the needs of water and wastewater facilities. • Ensuring compliance with industry standards and regulations. C. Power Distribution and Generation: • Designing power distribution systems for reliability and efficiency. • Specifying electrical equipment such as transformers, switchgear, and distribution panels. • Evaluating options for on-site power generation. • Designing Motor Control Centers (MCCs) for efficient motor control and protection. D. Arc Flash Analysis and Breaker Coordination: • Conducting arc flash hazard analysis to assess and mitigate risks. • Performing coordination studies to ensure selective and coordinated operation of protective devices. • Implementing measures to minimize arc flash hazards and enhance personnel safety. E. Emergency Backup Systems: • Designing and implementing emergency backup power systems. • Specifying backup generators, automatic transfer switches, and UPS systems. F. Electrical Safety and Compliance: • Ensuring compliance with electrical codes, regulations, and standards. • Conducting arc flash hazard analysis and implementing mitigation measures. • Providing electrical safety training for staff. G. Project Management and Coordination: • Managing electrical engineering projects from conception to completion. • Coordinating with other engineering disciplines and stakeholders. • Monitoring project schedules and budgets. Requests for work not listed above must be contracted under separate agreement. Nov. 12, 2024 Item #2 Page 560 of 680 Designing Your Sustainable Future Page 2 ^ƚĂƚĞŵĞŶƚŽĨYƵĂůŝĮĐĂƟŽŶƐ ŝƚǇŽĨĂƌůƐďĂĚ ŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƟŽŶ͕WƵďůŝĐtŽƌŬƐƌĂŶĐŚ DĂƐƚĞƌ^ĞƌǀŝĐĞƐŐƌĞĞŵĞŶƚĨŽƌŽŶƐƵůƚĂŶƚƐ EŽ͘Z&YϮϰͲϯϰϯϬ 3-year rate, 2024- 2026 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 TBD Engineer I 142.00$ 12 Noel Wilshusen Senior Designer 160.00$ 13 Julio Iraheta Senior Designer 160.00$ 14 TBD Designer II 138.00$ 15 TBD Designer I 116.00$ 16 Jeremy Carnahan Senior CAD 117.00$ 17 Patrick Adams Senior CAD 117.00$ 18 Sylvester Esteban Senior CAD 117.00$ 19 TBD CAD II 101.00$ 20 Elizabeth Potts CAD I 84.00$ 21 Vanessa Ortega Senior Administrator 149.00$ 22 Lisa Velazquez Admin 83.00$ Staff RFQ24-3430CA REQUEST FOR QUALIFICATIONS MASTER SERVICES AGREMENT FOR CONSULTANTS Nov. 12, 2024 Item #2 Page 561 of 680 ATTACHMENT E PSA25-3542CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed 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”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 563 of 680 ATTACHMENT E PSA25-3542CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 564 of 680 ATTACHMENT E PSA25-3542CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 565 of 680 ATTACHMENT E PSA25-3542CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 566 of 680 ATTACHMENT E PSA25-3542CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Title Senior Contract Administrator Title Dept Public Works Address CARLSBAD MUNICIPAL WATER DISTRICT Address 1635 Faraday Avenue Phone Mobile Carlsbad, CA 92008 Email 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. )&)##*%*&% *#!'% "#*(& "'! Nov. 12, 2024 Item #2 Page 567 of 680 ATTACHMENT E PSA25-3542CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. $! Nov. 12, 2024 Item #2 Page 568 of 680 ATTACHMENT E PSA25-3542CA Page 8 General Counsel Approved 5/22/2024 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Nov. 12, 2024 Item #2 Page 569 of 680 ATTACHMENT E PSA25-3542CA Page 9 General Counsel Approved 5/22/2024 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. FORCE MAJEURE CLAUSE (EXPANDED) Contractor shall not be liable for delays in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes, or government actions. Any deadlines impacted by such events shall be extended proportionally, and Contractor shall be compensated for any additional costs incurred as a result of such delays. 32. 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. Executed by Contractor this___________ day of _______________________, 2024. #) Nov. 12, 2024 Item #2 Page 570 of 680 ATTACHMENT E PSA25-3542CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of electrical engineering tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following: A. Electrical System Design and Analysis: • Conducting site assessments and surveys. • Designing electrical systems for water treatment plants, wastewater treatment plants, and pumping stations. • Performing load calculations, power distribution, and system protection studies. • Developing detailed electrical schematics and single-line diagrams. B. Instrumentation and Control Systems: • Designing and implementing instrumentation and control systems for process monitoring and control. • Designing SCADA systems for remote monitoring and control. • Designing custom electrical control panels tailored to the needs of water and wastewater facilities. • Ensuring compliance with industry standards and regulations. C. Power Distribution and Generation: • Designing power distribution systems for reliability and efficiency. • Specifying electrical equipment such as transformers, switchgear, and distribution panels. • Evaluating options for on-site power generation. • Designing Motor Control Centers (MCCs) for efficient motor control and protection. D. Arc Flash Analysis and Breaker Coordination: • Conducting arc flash hazard analysis to assess and mitigate risks. • Performing coordination studies to ensure selective and coordinated operation of protective devices. • Implementing measures to minimize arc flash hazards and enhance personnel safety. E. Emergency Backup Systems: • Designing and implementing emergency backup power systems. • Specifying backup generators, automatic transfer switches, and UPS systems. F. Electrical Safety and Compliance: • Ensuring compliance with electrical codes, regulations, and standards. • Conducting arc flash hazard analysis and implementing mitigation measures. • Providing electrical safety training for staff. G. Project Management and Coordination: • Managing electrical engineering projects from conception to completion. • Coordinating with other engineering disciplines and stakeholders. • Monitoring project schedules and budgets. Requests for work not listed above must be contracted under separate agreement. 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PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed 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”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 575 of 680 ATTACHMENT F PSA25-3547CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 576 of 680 ATTACHMENT F PSA25-3547CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 577 of 680 ATTACHMENT F PSA25-3547CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 578 of 680 ATTACHMENT F PSA25-3547CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name ^ĂƌĂŚ^ƉĂŶŽ Title Senior Contract Administrator Title ŝƌĞĐƚŽƌ͕^ŽƵƚŚĞƌŶĂůŝĨŽƌŶŝĂtĂƚĞƌ 'ƌŽƵƉ Dept Public Works Address 2355 Northside Drive, Suite 100 CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92108 Address 1635 Faraday Avenue DŽďŝůĞ Carlsbad, CA 92008 Email ϯϭϬ͘Ϯϲϲ͘ϳϱϵϰ ^^ƉĂŶŽ@esassoc.com 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. Nov. 12, 2024 Item #2 Page 579 of 680 ATTACHMENT F PSA25-3547CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. Nov. 12, 2024 Item #2 Page 580 of 680 ATTACHMENT F PSA25-3547CA Page 8 General Counsel Approved 5/22/2024 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Nov. 12, 2024 Item #2 Page 581 of 680 ATTACHMENT F PSA25-3547CA Page 9 General Counsel Approved 5/22/2024 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. Executed by Contractor this___________ day of _______________________, 2024. Nov. 12, 2024 Item #2 Page 582 of 680 ATTACHMENT F PSA25-3547CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following: A. Agency Coordination. B. Assistance with Environmental Permitting. C. Biological Monitoring. D. Cultural Resources & Native American Monitoring. E. Environmental Compliance Tracking. F. Environmental Initial Studies / Environmental Documentation. wz G. Habitat enhancement, including invasive species removal. H. Installation of minor erosion control. I. Mitigation and Monitoring Plans. J. Preparation of Technical Studies. K. Site Surveys. L. Special Studies. M. Sustainability Research. Requests for work not listed above must be contracted under separate agreement. Nov. 12, 2024 Item #2 Page 584 of 680 1 FEE SCHEDULE Thefollowingpresentsthetitlesandhourlybillingratesforeachteammemberandotherdirect andindirectcosts.ESAunderstandsthatpricingshallremainvalidforthethree(3)yeartermof theagreementandthattheagreementwillnotallowforannualadjustmentstotherateschedule. I. PersonnelCategoryRates ChargeswillbemadeattheCategoryhourlyratessetforthbelowfortimespentonproject management,consultationormeetingsrelatedtotheproject,fieldwork,reportpreparation andreview,traveltime,etc.Timespentonprojectsinlitigation,indepositionsandproviding experttestimonywillbechargedattheCategoryratetimes1.5. Staff Name/Firm Billing Labor Category Hourly Rate Sara Dietler, ESA Senior Principal Consultant 1 $297 Terah Donovan, ESA Principal Consultant 5 $373 Jim Prine, ESA Principal Consultant 4 $341 Nick Garrity, PE, ESA Principal Consultant 3 $308 Dan Swenson, ESA Principal Consultant 3 $308 Alan Sako, LEED AP BD+C, ESA Principal Consultant 2 $277 Sarah Spano, ESA Managing Consultant 4 $298 Ashley Gimer, ESA Managing Consultant 3 $372 Ryan Gilmore, ESA Managing Consultant 3 $372 Fatima Clark, ESA Managing Consultant 3 $372 Jaclyn Catino-Davenport, ESA Managing Consultant 2 $246 Janelle Firoozi, ESA Senior Consultant 6 $294 Kari Tsubota, PLA Senior Consultant 4 $247 Stephanie Cadena, ESA Senior Consultant 3 $224 Sonya Vargas. ESA Senior Consultant 2 $199 Jaclyn Anderson, ESA Associate Consultant 6 $237 Haley Ward, ESA Associate Consultant 3 $192 Jack Quinzon, ESA Associate Consultant 3 $192 Subconsultants Kris Alberts, Blackhawk Environmental Principal Biologist $130 Seth Reimers, Blackhawk Environmental Senior Biologist $118 Clint Linton, Red Tail Environmental Archaeological Principal Investigator $135 Carmen Mojado, Saving Sacred Sites Archaeological Principal Investigator $85 Nov. 12, 2024 Item #2 Page 585 of 680 ESA 2024 Schedule of Fees 2 (a) TherangeofratesshownforeachstaffcategoryreflectsESAstaffqualifications, expertiseandexperiencelevels.Theseraterangesallowourprojectmanagersto assemblethebestprojectteamstomeettheuniqueprojectrequirementsand clientexpectationsforeachopportunity. (b) Fromtimetotime,ESAretainsoutsideprofessionalandtechnicallaborona temporarybasistomeetpeakworkloaddemands.Suchcontractlabormaybe chargedatregularEmployeeCategoryrates. (c) ESAreservestherighttorevisethePersonnelCategoryRatesperiodicallytoreflect changesinitsoperatingcosts. II. ESAExpenses A.TravelExpenses 1.Transportation a.Companyvehicle–fixedrate+feeformileageinexcessof100miles. b.Commoncarrierorcarrental–actualexpensemultipliedby1.15 c.IfcompanyvehicleistobeusedinoffͲroadconditions,adaily$15usefeewill beaddedtothestandarddailyvehiclerate. 2.Lodging,mealsandrelatedtravelexpenses–directexpensesmultipliedby1.15 B.TechnologyandDataManagementFee NonͲtravelexpensesincurredforthedurationoftheagreementforprojectsupportbutnot itemizedbelow.Projectlaborchargesmultipliedby3%.Feeencompassesthefollowing: 1. OngoinglongͲtermretentionandretrieval,management,andsecurityof projectͲrelateddata. 2. Proprietarytools,clouddataservices,datascienceandAIcapabilitiesas requiredforprojectdelivery. C.CloudͲbasedServices ITEM RATE/HOUR RATE/DAY RATE/WEEK RATE/MONTH Cloud-based Services Nearmap High Resolution Images $55/image ArcGIS Online Hosting (Web Maps/Apps) $225 Website Hosting $200 Custom Application & Services Hosting* $300* Modeling (GeoHECRAS, TUFLOW, Delft3D) + Drone Processing $7 $160 $950 $3,900 Aviation Environmental Design Tool (AEDT) Processing $13 $190 $1,120 $4,600 *includes support for database, SSL, IT support – costs vary by project. Contact software development services for firm pricing. Nov. 12, 2024 Item #2 Page 586 of 680 ESA 2024 Schedule of Fees 3 D.Printing/ReproductionRates Ifaweeklyormonthlyrateisnotprovided,equipmentusageisbilledatadailyrate. ITEM RATE/PAGE SAMPLE PRICING Black & White – 8.5 x 11 $0.15 Black & White – 11 x 17 $0.30 Color – 8.5 x 11 $0.50 Color – 11 x 17 $0.80 B&W – Plotter (Toner – ECO Quality) $0.50/sf 24x36 B/W CAD drawing would cost $3 per sheet B&W – Plotter (Toner – Presentation Quality) $1.25/sf 24x36 B/W CAD drawing would cost $7.50 per sheet Color – Plotter (Inkjet – ECO Quality) $2.50/sf 24x36 Color Drawing would cost $15 per sheet Color – Plotter (Inkjet – Presentation Quality) $5.00/sf 24x36 Color Drawing would cost $30 per sheet CD $10.00 Digital Photography $20.00 (up to 50 images) All Other Items (including bindings and covers) At cost plus 10% III. Subcontracts Subcontractserviceswillbeinvoicedatcostmultipliedby1.15. IV. Other Thefeesabovedonotincludesalestax.Anyapplicableorpotentialsalestaxwillbecharged whenappropriate. V. Payment Terms Unlessotherwiseagreedinwriting,ESAwillsubmitinvoicesonamonthlybasis.Anyunpaid balancesshalldrawinterestatoneandonehalfpercent(1.5%)permonthorthehighestrate allowedbylaw,whicheverislower,commencingthirty(30)daysafterdateofinvoice.All invoicesnotcontestedinwritingwithinfifteen(15)businessdaysofreceiptaredeemed acceptedbyClientastrueandaccurateandClientthereafterwaivesanyobjectiontoClients invoices,whicharepayableinfull. Nov. 12, 2024 Item #2 Page 587 of 680 ATTACHMENT G PSA25-3548CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed 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”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 589 of 680 ATTACHMENT G PSA25-3548CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 590 of 680 ATTACHMENT G PSA25-3548CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 591 of 680 ATTACHMENT G PSA25-3548CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 592 of 680 ATTACHMENT G PSA25-3548CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Karl Osmundson Title Senior Contract Administrator Title Contract Manager/ Project Manager Dept Public Works Address 703 Palomar Airport Road CARLSBAD MUNICIPAL WATER DISTRICT Suite 200, Carlsbad, CA 92011 Address 1635 Faraday Avenue Phone 760-517-9060 ext. 611 760-519-5954 Carlsbad, CA 92008 Email KarlO@helixepi.com 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. Nov. 12, 2024 Item #2 Page 593 of 680 ATTACHMENT G PSA25-3548CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not Nov. 12, 2024 Item #2 Page 594 of 680 ATTACHMENT G PSA25-3548CA Page 8 General Counsel Approved 5/22/2024 exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be Nov. 12, 2024 Item #2 Page 595 of 680 ATTACHMENT G PSA25-3548CA Page 9 General Counsel Approved 5/22/2024 amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 30. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. 31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2024. Nov. 12, 2024 Item #2 Page 596 of 680 ATTACHMENT G PSA25-3548CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following: A. Agency Coordination. B. Assistance with Environmental Permitting. C. Biological Monitoring. D. Cultural Resources & Native American Monitoring. E. Environmental Compliance Tracking. F. Environmental Initial Studies / Environmental Documentation. wz G. Habitat enhancement, including invasive species removal. H. Installation of minor erosion control. I. Mitigation and Monitoring Plans. J. Preparation of Technical Studies. K. Site Surveys. L. Special Studies. M. Sustainability Research. Requests for work not listed above must be contracted under separate agreement. Nov. 12, 2024 Item #2 Page 598 of 680 RFQ24-3430CA Page 1 of 2 REQUEST FOR QUALIFICATIONS- DUE DATE 6/12024 2QRRQPST MASTER SERVICES AGREMENT FOR CONSULTANTS dd,DEdͶD^dZ'ZDEdZd^,h> WƌŝĐĞƐǀĂůŝĚƚŚƌŽƵŐŚdĞƌŵŽĨŐƌĞĞŵĞŶƚ ,>/y^d&& EDd/d>,KhZ>zZd 1.<ĂƌůKƐŵƵŶĚƐŽŶWƌŝŶĐŝƉĂůŝŽůŽŐŝƐƚΨϯϮϱ 2.:ŽĂŶŶĞƌĂŵŬŽ͕/WWƌŝŶĐŝƉĂůWůĂŶŶĞƌΨϯϮϱ 3.sĂŶĞƐƐĂdŽƐĐĂŶŽWƌŝŶĐŝƉĂůWůĂŶŶĞƌΨϯϮϱ 4.dŝŵĞůǌŵĂŶWƌŝŶĐŝƉĂůWůĂŶŶĞƌΨϯϮϱ 5.^ƚĂĐŝĞtŝůƐŽŶ͕ZWWƌŝŶĐŝƉĂůƵůƚƵƌĂůZĞƐŽƵƌĐĞƐ^ƉĞĐŝĂůŝƐƚΨϯϮϱ 6.DĂƌǇZŽďďŝŶƐͲtĂĚĞ͕ZWWƌŝŶĐŝƉĂůƵůƚƵƌĂůZĞƐŽƵƌĐĞƐ^ƉĞĐŝĂůŝƐƚΨϯϮϱ 7.dŚŽŵĂƐ>ŝĚĚŝĐŽĂƚ^ƌ͘ŝŽůŽŐǇWƌŽũĞĐƚDĂŶĂŐĞƌ///ΨϮϵϬ 8.^ƚĂĐǇEŝŐƌŽWƌŝŶĐŝƉĂůŝŽůŽŐŝƐƚΨϯϮϱ 9.sŝĐƚŽƌKƌƚŝǌ^ƌ͘ŝƌYƵĂůŝƚǇ^ƉĞĐŝĂůŝƐƚ///ΨϮϵϬ 10.DĂƌƚŝŶZŽůƉŚŝƌYƵĂůŝƚǇͬEŽŝƐĞ^ƉĞĐŝĂůŝƐƚ///Ψϭϲϱ 11.:ĂĨĂƌůͲ<ŚĂůĂĨ^ƌ͘EŽŝƐĞ^ƉĞĐŝĂůŝƐƚ/ΨϮϭϱ 12.:ĂƐŽŶZƵŶǇĂŶ^ƌ͘ŶǀŝƌŽŶŵĞŶƚĂůWƌŽũĞĐƚDĂŶĂŐĞƌ/ΨϮϭϱ 13.,ƵŶƚĞƌ^ƚĂƉƉŶǀŝƌŽŶŵĞŶƚĂůWƌŽũĞĐƚDĂŶĂŐĞƌ//ΨϭϴϬ 14.^ŚĞůďǇŽĐŬƐŶǀŝƌŽŶŵĞŶƚĂůWůĂŶŶĞƌ///Ψϭϱϱ 15.^ǇĚŶĞǇtĞůůƐŶǀŝƌŽŶŵĞŶƚĂůWůĂŶŶĞƌ/Ψϭϯϱ 16.:ĂƐŽŶ<ƵƌŶŽǁ͕Y^W͕^^t/^ƌ͘^ĐŝĞŶƚŝƐƚ//ΨϮϱϱ 17.<ĂƚŝĞƵĨĨŝĞůĚŝŽůŽŐǇWƌŽũĞĐƚDĂŶĂŐĞƌΨϭϴϬ 18.DĂŶĚǇDĂƚŚĞǁƐŝŽůŽŐŝƐƚsΨϭϴϬ 19.ƌŝĐĂ,ĂƌƌŝƐ^ƌ͘^ĐŝĞŶƚŝƐƚ//ΨϮϱϱ 20.ŵǇDĂƚƚƐŽŶ^ƌ͘^ĐŝĞŶƚŝƐƚ/ΨϮϭϱ 21.ĞŶZŽƐĞŶďĂƵŵ^ƌ͘ŝŽůŽŐǇWƌŽũĞĐƚDĂŶĂŐĞƌ/ΨϮϭϱ 22.ŶŐĞůŝĂŽƚƚŝĂŶŝŝŽůŽŐŝƐƚsΨϭϵϬ 23.DĂƚƚŚĞǁŝŵƐŽŶŝŽůŽŐŝƐƚ/sΨϭϴϬ 24.ůĞǆĂŶĚĞƌtĂůƐŚŝŽůŽŐŝƐƚ/sΨϭϴϬ 25.ŶŐĞůŝĐĂ'ƌƵŶůŽŚŝŽůŽŐŝƐƚ///Ψϭϲϱ 26.DŝƌĂŶĚĂ<ŽƐƚĞƌKƉĞƌĂƚŝŽŶƐDĂŶĂŐĞƌΨϭϰϱ 27.ĂƚŚĞƌŝŶĞ͘tƌŝŐŚƚƵůƚƵƌĂůZĞƐŽƵƌĐĞƐWƌŽũĞĐƚDĂŶĂŐĞƌ//ΨϭϴϬ 28.dĞƌŝĞůĐĂŵƉ^ƌ͘ƌĐŚŝƚĞĐƚƵƌĂů,ŝƐƚŽƌŝĂŶΨϮϭϱ 29.EĞůƐŽŶtŚŝƚĞ^ƌ͘ƌĐŚŝƚĞĐƚƵƌĂů,ŝƐƚŽƌŝĂŶΨϮϭϱ 30.:ƵůŝĞZŽǇ^ƌ͘ƌĐŚĂĞŽůŽŐŝĐĂů&ŝĞůĚŝƌĞĐƚŽƌΨϮϭϱ 31.:ĂŵĞƐdƵƌŶĞƌ͕ZW^ƌ͘ƌĐŚĂĞŽůŽŐŝƐƚ/ΨϮϭϱ 32.DĂƌǇsŝůůĂůŽďŽƐƐƐŝƐƚĂŶƚƌĐŚĂĞŽůŽŐŝĐĂů&ŝĞůĚŝƌĞĐƚŽƌΨϭϬϱ 33.ĂŵŝůůĞ>ŝůů͕'/^W^ƌ͘'/^^ƉĞĐŝĂůŝƐƚ//ΨϮϱϱ 34.^ĞĂŶŽŚĂĐ͕'/^W^ƌ͘'/^^ƉĞĐŝĂůŝƐƚ/ΨϮϭϱ 35.WĞƚĞdŽŵƐŽǀŝĐ^ƌ͘ŽŶƐƚƌƵĐƚŝŽŶWƌŽũĞĐƚDĂŶĂŐĞƌ///ΨϮϵϬ 36.:ƵƐƚŝŶ&ŝƐĐŚďĞĐŬWƌŝŶĐŝƉĂůΨϯϮϱ 37.ƌŝŬDĐƌĂĐŬĞŶ^ƌ͘ŽŶƐƚƌƵĐƚŝŽŶWƌŽũĞĐƚDĂŶĂŐĞƌ///ΨϮϵϬ 38.>ŝŶĚĂ'ĂƌĐŝĂdĞĐŚŶŝĐĂůĚŝƚŽƌΨϭϯϱ 39.ŶĂdŽƉĞƚĞtŽƌĚWƌŽĐĞƐƐŽƌΨϭϬϱ Nov. 12, 2024 Item #2 Page 599 of 680 RFQ24-3430CA Page 2 of 2 REQUEST FOR QUALIFICATIONS- DUE DATE 6/1/2024 2QRRQPST MASTER SERVICES AGREMENT FOR CONSULTANTS ^hKE^h>dEd^ EDd/d>,KhZ>zZd >ŝŶƐĐŽƚƚ͕>ĂǁΘ'ƌĞĞŶƐƉĂŶ͕ŶŐŝŶĞĞƌƐ 1.:ŽŚŶŽĂƌŵĂŶ͕WWƌŝŶĐŝƉĂůΨϮϵϴ 2.ŵĞůŝĂ'ŝĂĐĂůŽŶĞWƌŽũĞĐƚDĂŶĂŐĞƌΨϮϬϬ EŝŶǇŽΘDŽŽƌĞ 3.:ĞĨĨƌĞǇ<ĞŶƚ͕W͕'WƌŝŶĐŝƉĂůŶŐŝŶĞĞƌΨϮϭϬ 4.EŝƐƐĂDŽƌƚŽŶ͕W'͕'^ƌ͘WƌŽũĞĐƚ'ĞŽůŽŐŝƐƚΨϭϵϱ 5.EŝĐŚŽůĂƐDĂƌŝŶĞůůŽ͕͕>Z WDΘ/ͬ^ƌ͘WƌŽũĞĐƚŶǀŝƌŽŶŵĞŶƚĂů^ĐŝĞŶƚŝƐƚΨϭϵϱ ^ĂŶŝĞŐŽEĂƚƵƌĂů,ŝƐƚŽƌǇDƵƐĞƵŵ 6.dŚŽŵĂƐĞŵĠƌĠ͕WŚ͘͘WƌŝŶĐŝƉĂůWĂůĞŽŶƚŽůŽŐŝƐƚΨϭϱϬ 7.<ĂƚŝĞDĐŽŵĂƐWƌŽũĞĐƚDĂŶĂŐĞƌͬZĞƉŽƌƚtƌŝƚĞƌΨϭϭϬ 8.:ĞƐƐĞ^ŚĞůŵŝƌĞ&ŝĞůĚ^ƵƉĞƌǀŝƐŽƌΨϭϭϬ 9. 'ŝŶŽĂůǀĂŶŽ͕ǀĂŶDĂƌƚŝŶ͕ ZŽƐƐ'ƌƵŶĚůĞƌ͕ƌĂĚZŝŶĞǇ͕ WĂƚ^ĞŶĂ͕:ŽŚŶWĨĂŶŶĞƌ͕ dŽĚĚZǇĂŶ͕ŚƌŝƐWůŽƵĨĨĞ͕ ŵĂŶĚĂ>ŝŶŶ͕<ĞƐůĞƌZĂŶĚĂůů͕ <ŝƌƐƚŝŶDƵĞůůĞƌ &ŝĞůĚͬ>ĂďŽƌĂƚŽƌǇͬƵƌĂƚŽƌŝĂů^ƚĂĨĨΨϴϱƚŽΨϵϭ yWE^^ ^Z/Wd/KEK^dйDZ<hW 1.DŝůĞĂŐĞΨϬ͘ϲϳϬͬŵŝůĞΎϭϬй 2.ŽƉǇƐĞƌǀŝĐĞƐΨϬ͘ϬϴͬƉĂŐĞ;ƐƚĂŶĚĂƌĚďůĂĐŬĂŶĚǁŚŝƚĞͿ ΨϬ͘ϱϬͬƉĂŐĞ;ĞŶŚĂŶĐĞĚďůĂĐŬĂŶĚǁŚŝƚĞͿ ΨϬ͘ϳϱͬƉĂŐĞ;ĐŽůŽƌͿ ϭϬй 3.'W^ΨϮϱ͘ϬϬƉĞƌĚĂǇͬƉĞƌƵŶŝƚϭϬй 4.EŽŝƐĞDĞƚĞƌΨϭϮϬ͘ϬϬƉĞƌĚĂǇͬƉĞƌƵŶŝƚϭϬй ŝƌĞĐƚŽƐƚƐ Ύ dŚĞŵŝůĞĂŐĞƌĂƚĞǁŝůůďĞƐĞƚĂŶŶƵĂůůǇŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƌĂƚĞĂůůŽǁĞĚďǇƚŚĞ/Z^͘ /ŶĂĚĚŝƚŝŽŶƚŽƚŚŽƐĞŝƚĞŵƐůŝƐƚĞĚĂďŽǀĞ͕ŽƚŚĞƌƌĞŝŵďƵƌƐĂďůĞĞǆƉĞŶƐĞƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚĞĂĐŚƚĂƐŬ ŽƌĚĞƌǁŝůůďĞĐŚĂƌŐĞĚĂƚĐŽƐƚƉůƵƐƚĞŶƉĞƌĐĞŶƚ͘ǆĂŵƉůĞƐŽĨĚŝƌĞĐƚĐŽƐƚƐŝŶĐůƵĚĞƐƵďĐŽŶƐƵůƚĂŶƚƐ͕ ǀĞŚŝĐůĞŽƌĞƋƵŝƉŵĞŶƚƌĞŶƚĂůƐ͕ƉĂƌŬŝŶŐ͕ĐŽŵŵƵŶŝĐĂƚŝŽŶƐ͕ƌĞƉƌŽĚƵĐƚŝŽŶ͕ĂŶĚƐƵƉƉůŝĞƐ͘ϰͲǁŚĞĞůĚƌŝǀĞ ƉƌĞŵŝƵŵǁŝůůďĞĐŚĂƌŐĞĚĂƚΨϮϱ͘ϬϬƉĞƌƉƌŽũĞĐƚĚĂǇ͘dŚĞƌĞǁŝůůďĞĂĚĚŝƚŝŽŶĂůĐŚĂƌŐĞƐĨŽƌƉůŽƚƚŝŶŐ͕ ĐŽůŽƌƉƌŝŶƚŝŶŐ͕ĂĞƌŝĂůƉŚŽƚŽŐƌĂƉŚƐ͕ĂŶĚ'W^ƐĞƌǀŝĐĞƐ͘ Nov. 12, 2024 Item #2 Page 600 of 680 ATTACHMENT H PSA25-3551CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 602 of 680 ATTACHMENT H PSA25-3551CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 603 of 680 ATTACHMENT H PSA25-3551CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 604 of 680 ATTACHMENT H PSA25-3551CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 605 of 680 ATTACHMENT H PSA25-3551CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Alexander Bugbee Title Senior Contract Administrator Title Project Manager/ Associate Dept Public Works Address 5355 Mira Sorrento Place Suite 270 CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92121 Address 1635 Faraday Avenue Phone 858-505-1020 or 703-341-1112 Mobile: 484-547-6040 Carlsbad, CA 92008 Email abugbee@carollo.com Phone 442-339-2767 Nov. 12, 2024 Item #2 Page 606 of 680 ATTACHMENT H PSA25-3551CA Page 7 General Counsel Approved 5/22/2024 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it Nov. 12, 2024 Item #2 Page 607 of 680 ATTACHMENT H PSA25-3551CA Page 8 General Counsel Approved 5/22/2024 to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Nov. 12, 2024 Item #2 Page 608 of 680 ATTACHMENT H PSA25-3551CA Page 9 General Counsel Approved 5/22/2024 Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 30. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. 31. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2024. Nov. 12, 2024 Item #2 Page 609 of 680 ATTACHMENT H PSA25-3551CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of financial services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Assessment Apportionments. B. Economic Analysis. C. Feasibility Studies. D. Grant and Loan Writing. E. Grant and Loan Reimbursement/Submission Support. F. Rate Studies/Cost of Service/Connection Fees/Other Fees. G. Reimbursement Payment Request Audits. H. Special District Formation Studies/ Engineering Reports. Requests for work not listed above must be contracted under separate agreement. Nov. 12, 2024 Item #2 Page 611 of 680 ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE (EXAMPLE) Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. $ϯϲϬ 2. $ϯϮϰ 3. $Ϯϲϲ 4. 5. 9. 10. SUB-CONSULTANTS NAME/FIRM TITLE HOURLY RATE 1. 2. 3. 9. 10. EXPENSES DESCRIPTION COST % MARKUP 1. 2. 3. 4. RFQ24-3430CA REQUEST FOR QUALIFICATIONS- MASTER SERVICES AGREMENT FOR CONSULTANTS 22 DUE DATE 6/12/2024 2:00 PM PST WƌŝŶĐŝƉĂůͲŝŶͲŚĂƌŐĞͬ sŝĐĞWƌĞƐŝĚĞŶƚ YͬYͬƐƐŽĐŝĂƚĞsW :ĞŶŶŝĨĞƌ/ǀĞǇ ůĞǆƵŐďĞĞ /ƐĂůĂŚĂƌŶĞƐ DĂƌŬWĂŶŶǇ <ŝŵ>ŝŐŚƚŶĞƌ <ĂƌůǇEŽĐĞƌĂ ΨϮϲϲ ΨϮϰϬ Ψϭϴϰ WDͬWƌŝŶĐŝƉĂů ŶĂůǇƐƚͬƐƐŽĐŝĂƚĞWDͬWƌŝŶĐŝƉĂů ŶĂůǇƐƚͬƐƐŽĐŝĂƚĞ >ĞĂĚŶĂůǇƐƚ ^ƚĂĨĨŶĂůǇƐƚ Nov. 12, 2024 Item #2 Page 612 of 680 ATTACHMENT I PSA25-3552CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 614 of 680 ATTACHMENT I PSA25-3552CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 615 of 680 ATTACHMENT I PSA25-3552CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 616 of 680 ATTACHMENT I PSA25-3552CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 617 of 680 ATTACHMENT I PSA25-3552CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Adam Hoch Title Senior Contract Administrator Title President Dept Public Works Address 804 Pier View Way CARLSBAD MUNICIPAL WATER DISTRICT Ste.100 Address 1635 Faraday Avenue Phone 858-431-9767 Carlsbad, CA 92008 Email ahoch@hochconsulting.com 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. Nov. 12, 2024 Item #2 Page 618 of 680 ATTACHMENT I PSA25-3552CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. Nov. 12, 2024 Item #2 Page 619 of 680 ATTACHMENT I PSA25-3552CA Page 8 General Counsel Approved 5/22/2024 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Nov. 12, 2024 Item #2 Page 620 of 680 ATTACHMENT I PSA25-3552CA Page 9 General Counsel Approved 5/22/2024 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. Executed by Contractor this___________ day of _______________________, 2024. Nov. 12, 2024 Item #2 Page 621 of 680 ATTACHMENT I PSA25-3552CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of financial services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Assessment Apportionments. B. Economic Analysis. C. Feasibility Studies. D. Grant and Loan Writing. E. Grant and Loan Reimbursement/Submission Support. F. Rate Studies/Cost of Service/Connection Fees/Other Fees. G. Reimbursement Payment Request Audits. H. Special District Formation Studies/ Engineering Reports. Requests for work not listed above must be contracted under separate agreement. 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ǁĂŐĞƌĂƚĞƐŝƐŽŶĨŝůĞŝŶƚŚĞŽĨĨŝĐĞŽĨƚŚĞŝƚǇŶŐŝŶĞĞƌ͘ŽŶƚƌĂĐƚŽƌƐŚĂůůŶŽƚƉĂǇůĞƐƐƚŚĂŶƚŚĞƐĂŝĚƐƉĞĐŝĨŝĞĚ ƉƌĞǀĂŝůŝŶŐƌĂƚĞƐŽĨǁĂŐĞƐƚŽĂůůƐƵĐŚǁŽƌŬĞƌƐĞŵƉůŽǇĞĚďǇŚŝŵŽƌŚĞƌŝŶƚŚĞĞǆĞĐƵƚŝŽŶŽĨƚŚĞŐƌĞĞŵĞŶƚ͘ ŽŶƚƌĂĐƚŽƌĂŶĚĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌƐƐŚĂůůĐŽŵƉůǇǁŝƚŚ^ĞĐƚŝŽŶϭϳϳϲŽĨƚŚĞĂůŝĨŽƌŶŝĂ>ĂďŽƌŽĚĞ͕ǁŚŝĐŚ ŐĞŶĞƌĂůůǇƌĞƋƵŝƌĞƐŬĞĞƉŝŶŐĂĐĐƵƌĂƚĞƉĂǇƌŽůůƌĞĐŽƌĚƐ͕ǀĞƌŝĨǇŝŶŐĂŶĚĐĞƌƚŝĨǇŝŶŐƉĂǇƌŽůůƌĞĐŽƌĚƐ͕ĂŶĚŵĂŬŝŶŐ ƚŚĞŵĂǀĂŝůĂďůĞĨŽƌŝŶƐƉĞĐƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌƐŚĂůůƌĞƋƵŝƌĞĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌƐƚŽĐŽŵƉůǇǁŝƚŚ^ĞĐƚŝŽŶϭϳϳϲ͘ Nov. 12, 2024 Item #2 Page 626 of 680 dd,DEd: W^ϮϱͲϯϱϲϱ WĂŐĞϯ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ϳ͘ KE^dZhd/KEDE'DEd^K&dtZ WƌŽĐŽƌĞWƌŽũĞĐƚDĂŶĂŐĞŵĞŶƚĂŶĚŽůůĂďŽƌĂƚŝŽŶ^ǇƐƚĞŵ͘dŚŝƐƉƌŽũĞĐƚŵĂǇƵƚŝůŝǌĞƚŚĞKǁŶĞƌ͛ƐWƌŽĐŽƌĞ ;ǁǁǁ͘ƉƌŽĐŽƌĞ͘ĐŽŵͿŽŶůŝŶĞƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĂŶĚĚŽĐƵŵĞŶƚĐŽŶƚƌŽůƉůĂƚĨŽƌŵ͘dŚĞŝŶƚĞŶƚŽĨƵƚŝůŝǌŝŶŐ WƌŽĐŽƌĞŝƐƚŽƌĞĚƵĐĞĐŽƐƚĂŶĚƐĐŚĞĚƵůĞƌŝƐŬ͕ŝŵƉƌŽǀĞƋƵĂůŝƚǇĂŶĚƐĂĨĞƚǇ͕ĂŶĚŵĂŝŶƚĂŝŶĂŚĞĂůƚŚǇƚĞĂŵ ĚǇŶĂŵŝĐ ďǇ ŝŵƉƌŽǀŝŶŐ ŝŶĨŽƌŵĂƚŝŽŶ ĨůŽǁ͕ ƌĞĚƵĐŝŶŐ ŶŽŶͲƉƌŽĚƵĐƚŝǀĞĂĐƚŝǀŝƚŝĞƐ͕ ƌĞĚƵĐŝŶŐ ƌĞǁŽƌŬ ĂŶĚ ĚĞĐƌĞĂƐŝŶŐ ƚƵƌŶĂƌŽƵŶĚ ƚŝŵĞƐ͘ dŚĞ ŽŶƚƌĂĐƚŽƌ ŝƐ ƌĞƋƵŝƌĞĚ ƚŽ ĐƌĞĂƚĞ Ă ĨƌĞĞ ǁĞďͲďĂƐĞĚ 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ƚŽǁŚŝĐŚŽŶƚƌĂĐƚŽƌŝƐĞŶƚŝƚůĞĚ͘DtǁŝůůŶŽƚŵĂŬĞĂŶǇĨĞĚĞƌĂůŽƌƐƚĂƚĞƚĂǆǁŝƚŚŚŽůĚŝŶŐƐŽŶďĞŚĂůĨŽĨ ŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘DtǁŝůůŶŽƚďĞƌĞƋƵŝƌĞĚƚŽƉĂǇĂŶǇǁŽƌŬĞƌƐΖ ĐŽŵƉĞŶƐĂƚŝŽŶŝŶƐƵƌĂŶĐĞŽƌƵŶĞŵƉůŽǇŵĞŶƚĐŽŶƚƌŝďƵƚŝŽŶƐŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌŽƌŝƚƐĞŵƉůŽǇĞĞƐŽƌ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŽŝŶĚĞŵŶŝĨǇDtĂŶĚƚŚĞŝƚǇŽĨĂƌůƐďĂĚǁŝƚŚŝŶƚŚŝƌƚǇ;ϯϬͿĚĂǇƐĨŽƌ ĂŶǇƚĂǆ͕ƌĞƚŝƌĞŵĞŶƚĐŽŶƚƌŝďƵƚŝŽŶ͕ƐŽĐŝĂůƐĞĐƵƌŝƚǇ͕ŽǀĞƌƚŝŵĞƉĂǇŵĞŶƚ͕ƵŶĞŵƉůŽǇŵĞŶƚƉĂǇŵĞŶƚŽƌǁŽƌŬĞƌƐΖ ĐŽŵƉĞŶƐĂƚŝŽŶƉĂǇŵĞŶƚǁŚŝĐŚDtŵĂǇďĞƌĞƋƵŝƌĞĚƚŽŵĂŬĞŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌŽƌĂŶǇĂŐĞŶƚ͕ ĞŵƉůŽǇĞĞ͕ŽƌƐƵďĐŽŶƚƌĂĐƚŽƌŽĨŽŶƚƌĂĐƚŽƌĨŽƌǁŽƌŬĚŽŶĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ƚDt͛ƐĞůĞĐƚŝŽŶ͕ DtŵĂǇĚĞĚƵĐƚƚŚĞŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶĂŵŽƵŶƚĨƌŽŵĂŶǇďĂůĂŶĐĞŽǁŝŶŐƚŽŽŶƚƌĂĐƚŽƌ ϵ͘ KEdZdKZs>hd/KE^ tŽƌŬ ƉĞƌĨŽƌŵĞĚ ƵŶĚĞƌ ƚŚŝƐ DĂƐƚĞƌ ^ĞƌǀŝĐĞƐ ŐƌĞĞŵĞŶƚ ŵĂǇ ďĞ ƐƵďũĞĐƚ ƚŽ ƚŚĞ Dt ĐŽŶƚƌĂĐƚŽƌ ĞǀĂůƵĂƚŝŽŶƉƌŽŐƌĂŵ͘WƌŝŽƌƚŽƚŚĞƌĞůĞĂƐĞŽĨĂŶǇƚĂƐŬŽƌĚĞƌƐ͕ƚŚĞŽŶƚƌĂĐƚŽƌǁŝůůďĞŶŽƚŝĨŝĞĚŽĨƚŚĞƉƌŽŐƌĂŵ ƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚǁŝůůƌĞĐĞŝǀĞĂĐŽƉǇŽĨƚŚĞĞǀĂůƵĂƚŝŽŶĐƌŝƚĞƌŝĂĂŶĚƉƌŽĐĞƐƐ͘dŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉĞƌĨŽƌŵĂŶĐĞ ŵĂǇďĞĞǀĂůƵĂƚĞĚĂŶĚƚŚĞƌĞƐƵůƚƐǁŝůůďĞĐŽŶƐŝĚĞƌĞĚĨŽƌĨƵƚƵƌĞƚĂƐŬŽƌĚĞƌƐŽƌĂŐƌĞĞŵĞŶƚƐ͘ Nov. 12, 2024 Item #2 Page 627 of 680 dd,DEd: W^ϮϱͲϯϱϲϱ WĂŐĞϰ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ϭϬ͘ ^hKEdZd/E' ŽŶƚƌĂĐƚŽƌǁŝůůŶŽƚƐƵďĐŽŶƚƌĂĐƚĂŶǇƉŽƌƚŝŽŶŽĨƚŚĞ^ĞƌǀŝĐĞƐǁŝƚŚŽƵƚƉƌŝŽƌǁƌŝƚƚĞŶĂƉƉƌŽǀĂůŽĨDt͘/Ĩ ŽŶƚƌĂĐƚŽƌƐƵďĐŽŶƚƌĂĐƚƐĂŶǇŽĨƚŚĞ^ĞƌǀŝĐĞƐ͕ŽŶƚƌĂĐƚŽƌǁŝůůďĞĨƵůůǇƌĞƐƉŽŶƐŝďůĞƚŽDtĨŽƌƚŚĞĂĐƚƐĂŶĚ ŽŵŝƐƐŝŽŶƐŽĨŽŶƚƌĂĐƚŽƌΖƐƐƵďĐŽŶƚƌĂĐƚŽƌĂŶĚŽĨƚŚĞƉĞƌƐŽŶƐĞŝƚŚĞƌĚŝƌĞĐƚůǇŽƌŝŶĚŝƌĞĐƚůǇĞŵƉůŽǇĞĚďǇƚŚĞ ƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂƐŽŶƚƌĂĐƚŽƌŝƐĨŽƌƚŚĞĂĐƚƐĂŶĚŽŵŝƐƐŝŽŶƐŽĨƉĞƌƐŽŶƐĚŝƌĞĐƚůǇĞŵƉůŽǇĞĚďǇŽŶƚƌĂĐƚŽƌ͘ EŽƚŚŝŶŐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůĐƌĞĂƚĞĂŶǇĐŽŶƚƌĂĐƚƵĂůƌĞůĂƚŝŽŶƐŚŝƉďĞƚǁĞĞŶĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌ ŽĨŽŶƚƌĂĐƚŽƌĂŶĚDt͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƉĂǇŵĞŶƚŽĨƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŽŶƚƌĂĐƚŽƌǁŝůů ďŝŶĚĞǀĞƌǇƐƵďĐŽŶƚƌĂĐƚŽƌĂŶĚĞǀĞƌǇƐƵďĐŽŶƚƌĂĐƚŽƌŽĨĂƐƵďĐŽŶƚƌĂĐƚŽƌďǇƚŚĞƚĞƌŵƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ ĂƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚŽƌΖƐǁŽƌŬƵŶůĞƐƐƐƉĞĐŝĨŝĐĂůůǇŶŽƚĞĚƚŽƚŚĞĐŽŶƚƌĂƌǇŝŶƚŚĞƐƵďĐŽŶƚƌĂĐƚĂŶĚĂƉƉƌŽǀĞĚ ŝŶǁƌŝƚŝŶŐďǇDt͘ ϭϭ͘ Kd,ZKEdZdKZ^ DtƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĞŵƉůŽǇŽƚŚĞƌŽŶƚƌĂĐƚŽƌƐŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚĞ^ĞƌǀŝĐĞƐ͘ ϭϮ͘ /EDE/&/d/KE ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŽĚĞĨĞŶĚ;ǁŝƚŚĐŽƵŶƐĞůĂƉƉƌŽǀĞĚďǇDtͿ͕ŝŶĚĞŵŶŝĨǇĂŶĚŚŽůĚŚĂƌŵůĞƐƐDtĂŶĚ ƚŚĞŝƚǇŽĨĂƌůƐďĂĚĂŶĚŝƚƐŽĨĨŝĐĞƌƐ͕ĞůĞĐƚĞĚĂŶĚĂƉƉŽŝŶƚĞĚŽĨĨŝĐŝĂůƐ͕ĞŵƉůŽǇĞĞƐĂŶĚǀŽůƵŶƚĞĞƌƐĨƌŽŵĂŶĚ ĂŐĂŝŶƐƚĂůůĐůĂŝŵƐ͕ĚĂŵĂŐĞƐ͕ůŽƐƐĞƐĂŶĚĞǆƉĞŶƐĞƐŝŶĐůƵĚŝŶŐĂƚƚŽƌŶĞǇƐĨĞĞƐĂƌŝƐŝŶŐŽƵƚŽĨƚŚĞƉĞƌĨŽƌŵĂŶĐĞ ŽĨƚŚĞǁŽƌŬĚĞƐĐƌŝďĞĚŚĞƌĞŝŶĐĂƵƐĞĚďǇĂŶǇǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚŽƌŶĞŐůŝŐĞŶƚĂĐƚŽƌŽŵŝƐƐŝŽŶŽĨƚŚĞ ŽŶƚƌĂĐƚŽƌ͕ĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂŶǇŽŶĞĚŝƌĞĐƚůǇŽƌŝŶĚŝƌĞĐƚůǇĞŵƉůŽǇĞĚďǇĂŶǇŽĨƚŚĞŵŽƌĂŶǇŽŶĞĨŽƌǁŚŽƐĞ ĂĐƚƐĂŶǇŽĨƚŚĞŵŵĂǇďĞůŝĂďůĞ͘ /Ĩ ŽŶƚƌĂĐƚŽƌ͛Ɛ ŽďůŝŐĂƚŝŽŶ ƚŽ ĚĞĨĞŶĚ͕ ŝŶĚĞŵŶŝĨǇ͕ ĂŶĚͬŽƌ ŚŽůĚ ŚĂƌŵůĞƐƐ ĂƌŝƐĞƐ ŽƵƚ ŽĨ ŽŶƚƌĂĐƚŽƌ͛Ɛ ƉĞƌĨŽƌŵĂŶĐĞĂƐĂ͞ĚĞƐŝŐŶƉƌŽĨĞƐƐŝŽŶĂů͟;ĂƐƚŚĂƚƚĞƌŵŝƐĚĞĨŝŶĞĚƵŶĚĞƌŝǀŝůŽĚĞƐĞĐƚŝŽŶϮϳϴϮ͘ϴͿ͕ƚŚĞŶ͕ ĂŶĚ ŽŶůǇ ƚŽ ƚŚĞ ĞǆƚĞŶƚ ƌĞƋƵŝƌĞĚ ďǇ ŝǀŝů ŽĚĞ ^ĞĐƚŝŽŶ ϮϳϴϮ͘ϴ͕ ǁŚŝĐŚ ŝƐ ĨƵůůǇ ŝŶĐŽƌƉŽƌĂƚĞĚ ŚĞƌĞŝŶ͕ ŽŶƚƌĂĐƚŽƌ͛ƐŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶŽďůŝŐĂƚŝŽŶƐŚĂůůďĞůŝŵŝƚĞĚƚŽĐůĂŝŵƐƚŚĂƚĂƌŝƐĞŽƵƚŽĨ͕ƉĞƌƚĂŝŶƚŽ͕ŽƌƌĞůĂƚĞƚŽ ƚŚĞŶĞŐůŝŐĞŶĐĞ͕ƌĞĐŬůĞƐƐŶĞƐƐ͕ŽƌǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚŽĨƚŚĞŽŶƚƌĂĐƚŽƌ͕ĂŶĚ͕ƵƉŽŶŽŶƚƌĂĐƚŽƌŽďƚĂŝŶŝŶŐĂ ĨŝŶĂůĂĚũƵĚŝĐĂƚŝŽŶďǇĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌ͛ƐůŝĂďŝůŝƚǇĨŽƌƐƵĐŚĐůĂŝŵ͕ŝŶĐůƵĚŝŶŐƚŚĞ ĐŽƐƚƚŽĚĞĨĞŶĚ͕ƐŚĂůůŶŽƚĞǆĐĞĞĚƚŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉƌŽƉŽƌƚŝŽŶĂƚĞƉĞƌĐĞŶƚĂŐĞŽĨĨĂƵůƚ͘ dŚĞƉĂƌƚŝĞƐĞǆƉƌĞƐƐůǇĂŐƌĞĞƚŚĂƚĂŶǇƉĂǇŵĞŶƚ͕ĂƚƚŽƌŶĞǇ͛ƐĨĞĞ͕ĐŽƐƚƐŽƌĞǆƉĞŶƐĞDtŽƌƚŚĞŝƚǇŽĨ ĂƌůƐďĂĚŝŶĐƵƌƐŽƌŵĂŬĞƐƚŽŽƌŽŶďĞŚĂůĨŽĨĂŶŝŶũƵƌĞĚĞŵƉůŽǇĞĞƵŶĚĞƌDt͛ƐƐĞůĨͲĂĚŵŝŶŝƐƚĞƌĞĚ ǁŽƌŬĞƌƐ͛ĐŽŵƉĞŶƐĂƚŝŽŶŝƐŝŶĐůƵĚĞĚĂƐĂůŽƐƐ͕ĞǆƉĞŶƐĞŽƌĐŽƐƚĨŽƌƚŚĞƉƵƌƉŽƐĞƐŽĨƚŚŝƐƐĞĐƚŝŽŶ͕ĂŶĚƚŚĂƚƚŚŝƐ ƐĞĐƚŝŽŶǁŝůůƐƵƌǀŝǀĞƚŚĞĞǆƉŝƌĂƚŝŽŶŽƌĞĂƌůǇƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ ϭϯ͘ /E^hZE ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶĂŶĚŵĂŝŶƚĂŝŶĨŽƌƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞŐƌĞĞŵĞŶƚĂŶĚĂŶǇĂŶĚĂůůĂŵĞŶĚŵĞŶƚƐ͕ ŝŶƐƵƌĂŶĐĞĂŐĂŝŶƐƚĐůĂŝŵƐĨŽƌŝŶũƵƌŝĞƐƚŽƉĞƌƐŽŶƐŽƌĚĂŵĂŐĞƚŽƉƌŽƉĞƌƚǇǁŚŝĐŚŵĂǇĂƌŝƐĞŽƵƚŽĨŽƌŝŶ ĐŽŶŶĞĐƚŝŽŶ ǁŝƚŚƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞƐĞƌǀŝĐĞƐ ďǇŽŶƚƌĂĐƚŽƌ ŽƌŽŶƚƌĂĐƚŽƌ͛ƐĂŐĞŶƚƐ͕ ƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐ͕ ĞŵƉůŽǇĞĞƐŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘dŚĞŝŶƐƵƌĂŶĐĞǁŝůůďĞŽďƚĂŝŶĞĚĨƌŽŵĂŶŝŶƐƵƌĂŶĐĞĐĂƌƌŝĞƌĂĚŵŝƚƚĞĚĂŶĚ ĂƵƚŚŽƌŝǌĞĚƚŽĚŽďƵƐŝŶĞƐƐŝŶƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͘dŚĞŝŶƐƵƌĂŶĐĞĐĂƌƌŝĞƌŝƐƌĞƋƵŝƌĞĚƚŽŚĂǀĞĂĐƵƌƌĞŶƚ 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ƉƵƌƐƵĂŶƚƚŽƚŚĞEŽƚŝĐĞƉƌŽǀŝƐŝŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ ϭϯ͘ϯ WƌŽǀŝĚŝŶŐ ĞƌƚŝĨŝĐĂƚĞƐ ŽĨ /ŶƐƵƌĂŶĐĞ ĂŶĚ ŶĚŽƌƐĞŵĞŶƚƐ͘ WƌŝŽƌ ƚŽ Dt͛Ɛ ĞǆĞĐƵƚŝŽŶ ŽĨ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͕ŽŶƚƌĂĐƚŽƌǁŝůůĨƵƌŶŝƐŚĐĞƌƚŝĨŝĐĂƚĞƐŽĨŝŶƐƵƌĂŶĐĞĂŶĚĞŶĚŽƌƐĞŵĞŶƚƐƚŽDt͘ ϭϯ͘ϰ &ĂŝůƵƌĞƚŽDĂŝŶƚĂŝŶŽǀĞƌĂŐĞ͘/ĨŽŶƚƌĂĐƚŽƌĨĂŝůƐƚŽŵĂŝŶƚĂŝŶĂŶǇŽĨƚŚĞƐĞŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞƐ͕ ƚŚĞŶDtǁŝůůŚĂǀĞƚŚĞŽƉƚŝŽŶƚŽĚĞĐůĂƌĞŽŶƚƌĂĐƚŽƌŝŶďƌĞĂĐŚ͕ŽƌŵĂǇƉƵƌĐŚĂƐĞƌĞƉůĂĐĞŵĞŶƚŝŶƐƵƌĂŶĐĞ ŽƌƉĂǇƚŚĞƉƌĞŵŝƵŵƐƚŚĂƚĂƌĞĚƵĞŽŶĞǆŝƐƚŝŶŐƉŽůŝĐŝĞƐŝŶŽƌĚĞƌƚŽŵĂŝŶƚĂŝŶƚŚĞƌĞƋƵŝƌĞĚ ĐŽǀĞƌĂŐĞƐ͘ ŽŶƚƌĂĐƚŽƌŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶǇƉĂǇŵĞŶƚƐŵĂĚĞďǇDtƚŽŽďƚĂŝŶŽƌŵĂŝŶƚĂŝŶŝŶƐƵƌĂŶĐĞĂŶĚDt Nov. 12, 2024 Item #2 Page 629 of 680 dd,DEd: W^ϮϱͲϯϱϲϱ WĂŐĞϲ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ŵĂǇĐŽůůĞĐƚƚŚĞƐĞƉĂǇŵĞŶƚƐĨƌŽŵŽŶƚƌĂĐƚŽƌŽƌĚĞĚƵĐƚƚŚĞĂŵŽƵŶƚƉĂŝĚĨƌŽŵĂŶǇƐƵŵƐĚƵĞŽŶƚƌĂĐƚŽƌ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ ϭϯ͘ϱ ^ƵďŵŝƐƐŝŽŶŽĨ/ŶƐƵƌĂŶĐĞWŽůŝĐŝĞƐ͘DtƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƌĞƋƵŝƌĞ͕ĂƚĂŶǇƚŝŵĞ͕ĐŽŵƉůĞƚĞĂŶĚ ĐĞƌƚŝĨŝĞĚĐŽƉŝĞƐŽĨĂŶǇŽƌĂůůƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞƉŽůŝĐŝĞƐĂŶĚĞŶĚŽƌƐĞŵĞŶƚƐ͘ 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 ŐƌĞĞŵĞŶƚ͘ůůƌĞĐŽƌĚƐǁŝůůďĞĐůĞĂƌůǇŝĚĞŶƚŝĨŝĂďůĞ͘ŽŶƚƌĂĐƚŽƌǁŝůůĂůůŽǁĂƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨDtĚƵƌŝŶŐ ŶŽƌŵĂůďƵƐŝŶĞƐƐŚŽƵƌƐƚŽĞǆĂŵŝŶĞ͕ĂƵĚŝƚ͕ĂŶĚŵĂŬĞƚƌĂŶƐĐƌŝƉƚƐŽƌĐŽƉŝĞƐŽĨƌĞĐŽƌĚƐĂŶĚĂŶǇŽƚŚĞƌ ĚŽĐƵŵĞŶƚƐ ĐƌĞĂƚĞĚ ƉƵƌƐƵĂŶƚ ƚŽ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů ĂůůŽǁ ŝŶƐƉĞĐƚŝŽŶ ŽĨ Ăůů ǁŽƌŬ͕ ĚĂƚĂ͕ ĚŽĐƵŵĞŶƚƐ͕ƉƌŽĐĞĞĚŝŶŐƐ͕ĂŶĚĂĐƚŝǀŝƚŝĞƐƌĞůĂƚĞĚƚŽƚŚĞŐƌĞĞŵĞŶƚĨŽƌĂƉĞƌŝŽĚŽĨĨŽƵƌ;ϰͿǇĞĂƌƐĨƌŽŵƚŚĞ ĚĂƚĞŽĨĨŝŶĂůƉĂǇŵĞŶƚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ ϭϲ͘ KtEZ^,/WK&KhDEd^ ůůǁŽƌŬƉƌŽĚƵĐƚƉƌŽĚƵĐĞĚďǇŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐ͕ĂŶĚƐƵďĐŽŶƚƌĂĐƚŽƌƐƉƵƌƐƵĂŶƚƚŽƚŚŝƐ ŐƌĞĞŵĞŶƚŝƐƚŚĞ ƉƌŽƉĞƌƚǇŽĨDt͘/ŶƚŚĞ ĞǀĞŶƚƚŚŝƐŐƌĞĞŵĞŶƚŝƐƚĞƌŵŝŶĂƚĞĚ͕ĂůůǁŽƌŬƉƌŽĚƵĐƚ ƉƌŽĚƵĐĞĚďǇŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐĂŶĚƐƵďĐŽŶƚƌĂĐƚŽƌƐƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞ ĚĞůŝǀĞƌĞĚĂƚŽŶĐĞƚŽDt͘ŽŶƚƌĂĐƚŽƌǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽŵĂŬĞŽŶĞ;ϭͿĐŽƉǇŽĨƚŚĞǁŽƌŬƉƌŽĚƵĐƚĨŽƌ ŽŶƚƌĂĐƚŽƌ͛ƐƌĞĐŽƌĚƐ͘ ϭϳ͘ KWzZ/',d^ ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂůůĐŽƉǇƌŝŐŚƚƐƚŚĂƚĂƌŝƐĞĨƌŽŵƚŚĞƐĞƌǀŝĐĞƐǁŝůůďĞǀĞƐƚĞĚŝŶDtĂŶĚŽŶƚƌĂĐƚŽƌ ƌĞůŝŶƋƵŝƐŚĞƐĂůůĐůĂŝŵƐƚŽƚŚĞĐŽƉǇƌŝŐŚƚƐŝŶĨĂǀŽƌŽĨDt͘ ϭϴ͘ EKd/^ dŚĞŶĂŵĞŽĨƚŚĞƉĞƌƐŽŶƐǁŚŽĂƌĞĂƵƚŚŽƌŝǌĞĚƚŽŐŝǀĞǁƌŝƚƚĞŶŶŽƚŝĐĞŽƌƚŽƌĞĐĞŝǀĞǁƌŝƚƚĞŶŶŽƚŝĐĞŽŶďĞŚĂůĨ ŽĨDtĂŶĚŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ &ŽƌDt͗&ŽƌŽŶƚƌĂĐƚŽƌ͗ EĂŵĞůĞŝĚĂ&ĞůŝǆzĂĐŬĞůEĂŵĞd͘͘DƵĞůůĞƌ dŝƚůĞ^ĞŶŝŽƌŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌdŝƚůĞs͘W͘&ŝĞůĚKƉĞƌĂƚŝŽŶƐ ĞƉƚWƵďůŝĐtŽƌŬƐĚĚƌĞƐƐϭϮϬE͘ŶĚƌĞĂƐĞŶƌ͘ Z>^DhE//W>tdZ/^dZ/dƐĐŽŶĚŝĚŽ͕ϵϮϬϮϵ ĚĚƌĞƐƐϭϲϯϱ&ĂƌĂĚĂǇǀĞŶƵĞWŚŽŶĞ DŽďŝůĞ ϳϲϬͲϮϵϰͲϵϰϰϵĞǆƚ͘ϭϬϯ ϲϭϵͲϮϰϳͲϭϮϬϴ ĂƌůƐďĂĚ͕ϵϮϬϬϴŵĂŝůƚĐΛƵƐŝƉŽƚŚŽůĞ͘ĐŽŵ WŚŽŶĞϰϰϮͲϯϯϵͲϮϳϲϳ ĂĐŚƉĂƌƚǇǁŝůůŶŽƚŝĨǇƚŚĞŽƚŚĞƌŝŵŵĞĚŝĂƚĞůǇŽĨĂŶǇĐŚĂŶŐĞƐŽĨĂĚĚƌĞƐƐƚŚĂƚǁŽƵůĚƌĞƋƵŝƌĞĂŶǇŶŽƚŝĐĞŽƌ ĚĞůŝǀĞƌǇƚŽďĞĚŝƌĞĐƚĞĚƚŽĂŶŽƚŚĞƌĂĚĚƌĞƐƐ͘ Nov. 12, 2024 Item #2 Page 630 of 680 dd,DEd: W^ϮϱͲϯϱϲϱ WĂŐĞϳ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ϭϵ͘ 'EZ>KDW>/Et/d,>t^ ŽŶƚƌĂĐƚŽƌǁŝůůŬĞĞƉĨƵůůǇŝŶĨŽƌŵĞĚŽĨĨĞĚĞƌĂů͕ƐƚĂƚĞĂŶĚůŽĐĂůůĂǁƐĂŶĚŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐǁŚŝĐŚ ŝŶĂŶǇŵĂŶŶĞƌĂĨĨĞĐƚƚŚŽƐĞĞŵƉůŽǇĞĚďǇŽŶƚƌĂĐƚŽƌ͕ŽƌŝŶĂŶǇǁĂǇĂĨĨĞĐƚƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^ĞƌǀŝĐĞƐ ďǇ ŽŶƚƌĂĐƚŽƌ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů Ăƚ Ăůů ƚŝŵĞƐ ŽďƐĞƌǀĞ ĂŶĚ ĐŽŵƉůǇǁŝƚŚ ƚŚĞƐĞ ůĂǁƐ͕ ŽƌĚŝŶĂŶĐĞƐ͕ ĂŶĚ ƌĞŐƵůĂƚŝŽŶƐĂŶĚǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞĐŽŵƉůŝĂŶĐĞŽĨŽŶƚƌĂĐƚŽƌΖƐƐĞƌǀŝĐĞƐǁŝƚŚĂůůĂƉƉůŝĐĂďůĞůĂǁƐ͕ ŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐ͘ ŽŶƚƌĂĐƚŽƌǁŝůůďĞĂǁĂƌĞŽĨƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞ/ŵŵŝŐƌĂƚŝŽŶZĞĨŽƌŵĂŶĚŽŶƚƌŽůĐƚŽĨϭϵϴϲĂŶĚǁŝůů ĐŽŵƉůǇǁŝƚŚƚŚŽƐĞƌĞƋƵŝƌĞŵĞŶƚƐ͕ŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͕ǀĞƌŝĨǇŝŶŐƚŚĞĞůŝŐŝďŝůŝƚǇĨŽƌĞŵƉůŽǇŵĞŶƚŽĨ ĂůůĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐ͕ƐƵďĐŽŶƚƌĂĐƚŽƌƐĂŶĚĐŽŶƐƵůƚĂŶƚƐǁŚŽƐĞƐĞƌǀŝĐĞƐĂƌĞƌĞƋƵŝƌĞĚďǇƚŚŝƐŐƌĞĞŵĞŶƚ͘ ϮϬ͘ >/&KZE//ZZ^KhZ^KZ;ZͿsE>E&>d^Z'h>d/KE^ ŽŶƚƌĂĐƚŽƌ͛ƐǀĞŚŝĐůĞƐǁŝƚŚĂŐƌŽƐƐǀĞŚŝĐůĞǁĞŝŐŚƚƌĂƚŝŶŐŐƌĞĂƚĞƌƚŚĂŶϴ͕ϱϬϬůďƐ͘ĂŶĚůŝŐŚƚͲĚƵƚǇƉĂĐŬĂŐĞ ĚĞůŝǀĞƌǇǀĞŚŝĐůĞƐŽƉĞƌĂƚĞĚŝŶĂůŝĨŽƌŶŝĂŵĂǇďĞƐƵďũĞĐƚƚŽƚŚĞĂůŝĨŽƌŶŝĂŝƌZĞƐŽƵƌĐĞƐŽĂƌĚ;ZͿ ĚǀĂŶĐĞĚůĞĂŶ&ůĞĞƚƐƌĞŐƵůĂƚŝŽŶƐ͘^ƵĐŚǀĞŚŝĐůĞƐŵĂǇƚŚĞƌĞĨŽƌĞďĞƐƵďũĞĐƚƚŽƌĞƋƵŝƌĞŵĞŶƚƐƚŽƌĞĚƵĐĞ ĞŵŝƐƐŝŽŶƐŽĨĂŝƌƉŽůůƵƚĂŶƚƐ͘&ŽƌŵŽƌĞŝŶĨŽƌŵĂƚŝŽŶ͕ƉůĞĂƐĞǀŝƐŝƚƚŚĞZĚǀĂŶĐĞĚůĞĂŶ&ůĞĞƚƐǁĞďƉĂŐĞ ĂƚŚƚƚƉƐ͗ͬͬǁǁϮ͘Ăƌď͘ĐĂ͘ŐŽǀͬŽƵƌͲǁŽƌŬͬƉƌŽŐƌĂŵƐͬĂĚǀĂŶĐĞĚͲĐůĞĂŶͲĨůĞĞƚƐ͘ Ϯϭ͘ /^Z/D/Ed/KEE,Z^^DEdWZK,//d ŽŶƚƌĂĐƚŽƌ ǁŝůů ĐŽŵƉůǇ ǁŝƚŚ Ăůů ĂƉƉůŝĐĂďůĞ ůŽĐĂů͕ ƐƚĂƚĞ ĂŶĚ ĨĞĚĞƌĂů ůĂǁƐ ĂŶĚ ƌĞŐƵůĂƚŝŽŶƐ ƉƌŽŚŝďŝƚŝŶŐ ĚŝƐĐƌŝŵŝŶĂƚŝŽŶĂŶĚŚĂƌĂƐƐŵĞŶƚ͘ ϮϮ͘ /^WhdZ^K>hd/KE /ĨĂĚŝƐƉƵƚĞƐŚŽƵůĚĂƌŝƐĞƌĞŐĂƌĚŝŶŐƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^ĞƌǀŝĐĞƐƚŚĞĨŽůůŽǁŝŶŐƉƌŽĐĞĚƵƌĞǁŝůůďĞƵƐĞĚ ƚŽƌĞƐŽůǀĞĂŶǇƋƵĞƐƚŝŽŶƐŽĨĨĂĐƚŽƌŝŶƚĞƌƉƌĞƚĂƚŝŽŶŶŽƚŽƚŚĞƌǁŝƐĞƐĞƚƚůĞĚďǇĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐ͘ ZĞƉƌĞƐĞŶƚĂƚŝǀĞƐŽĨŽŶƚƌĂĐƚŽƌŽƌDtǁŝůůƌĞĚƵĐĞƐƵĐŚƋƵĞƐƚŝŽŶƐ͕ĂŶĚƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞǀŝĞǁƐ͕ƚŽǁƌŝƚŝŶŐ͘ ĐŽƉǇŽĨƐƵĐŚĚŽĐƵŵĞŶƚĞĚĚŝƐƉƵƚĞǁŝůůďĞĨŽƌǁĂƌĚĞĚƚŽďŽƚŚƉĂƌƚŝĞƐŝŶǀŽůǀĞĚĂůŽŶŐǁŝƚŚƌĞĐŽŵŵĞŶĚĞĚ ŵĞƚŚŽĚƐŽĨƌĞƐŽůƵƚŝŽŶ͕ǁŚŝĐŚǁŽƵůĚďĞŽĨďĞŶĞĨŝƚƚŽďŽƚŚƉĂƌƚŝĞƐ͘dŚĞƌĞƉƌĞƐĞŶƚĂƚŝǀĞƌĞĐĞŝǀŝŶŐƚŚĞůĞƚƚĞƌ ǁŝůůƌĞƉůǇƚŽƚŚĞůĞƚƚĞƌĂůŽŶŐǁŝƚŚĂƌĞĐŽŵŵĞŶĚĞĚŵĞƚŚŽĚŽĨƌĞƐŽůƵƚŝŽŶǁŝƚŚŝŶƚĞŶ;ϭϬͿďƵƐŝŶĞƐƐĚĂǇƐ͘/Ĩ ƚŚĞƌĞƐŽůƵƚŝŽŶƚŚƵƐŽďƚĂŝŶĞĚŝƐƵŶƐĂƚŝƐĨĂĐƚŽƌǇƚŽƚŚĞĂŐŐƌŝĞǀĞĚƉĂƌƚǇ͕ĂůĞƚƚĞƌŽƵƚůŝŶŝŶŐƚŚĞĚŝƐƉƵƚĞƐǁŝůů ďĞĨŽƌǁĂƌĚĞĚƚŽƚŚĞŝƚǇDĂŶĂŐĞƌ͘dŚĞŝƚǇDĂŶĂŐĞƌǁŝůůĐŽŶƐŝĚĞƌƚŚĞĨĂĐƚƐĂŶĚƐŽůƵƚŝŽŶƐƌĞĐŽŵŵĞŶĚĞĚ ďǇĞĂĐŚƉĂƌƚǇĂŶĚŵĂǇƚŚĞŶŽƉƚƚŽĚŝƌĞĐƚĂƐŽůƵƚŝŽŶƚŽƚŚĞƉƌŽďůĞŵ͘/ŶƐƵĐŚĐĂƐĞƐ͕ƚŚĞĂĐƚŝŽŶŽĨƚŚĞŝƚǇ DĂŶĂŐĞƌǁŝůůďĞďŝŶĚŝŶŐƵƉŽŶƚŚĞƉĂƌƚŝĞƐŝŶǀŽůǀĞĚ͕ĂůƚŚŽƵŐŚŶŽƚŚŝŶŐŝŶƚŚŝƐƉƌŽĐĞĚƵƌĞǁŝůůƉƌŽŚŝďŝƚƚŚĞ ƉĂƌƚŝĞƐĨƌŽŵƐĞĞŬŝŶŐƌĞŵĞĚŝĞƐĂǀĂŝůĂďůĞƚŽƚŚĞŵĂƚůĂǁ͘ Ϯϯ͘ dZD/Ed/KE /ŶƚŚĞĞǀĞŶƚŽĨƚŚĞŽŶƚƌĂĐƚŽƌΖƐĨĂŝůƵƌĞƚŽƉƌŽƐĞĐƵƚĞ͕ĚĞůŝǀĞƌ͕Žƌ ƉĞƌĨŽƌŵƚŚĞ^ĞƌǀŝĐĞƐ͕DtŵĂǇ ƚĞƌŵŝŶĂƚĞ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ĨŽƌ ŶŽŶƉĞƌĨŽƌŵĂŶĐĞ ďǇ ŶŽƚŝĨǇŝŶŐ ŽŶƚƌĂĐƚŽƌ ďǇ ĐĞƌƚŝĨŝĞĚ ŵĂŝů ŽĨ ƚŚĞ ƚĞƌŵŝŶĂƚŝŽŶ͘/ĨDtĚĞĐŝĚĞƐƚŽĂďĂŶĚŽŶŽƌŝŶĚĞĨŝŶŝƚĞůǇƉŽƐƚƉŽŶĞƚŚĞǁŽƌŬŽƌƐĞƌǀŝĐĞƐĐŽŶƚĞŵƉůĂƚĞĚďǇ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͕ Dt ŵĂǇ ƚĞƌŵŝŶĂƚĞ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ƵƉŽŶ ǁƌŝƚƚĞŶŶŽƚŝĐĞ ƚŽ ŽŶƚƌĂĐƚŽƌ͘ hƉŽŶ ŶŽƚŝĨŝĐĂƚŝŽŶŽĨƚĞƌŵŝŶĂƚŝŽŶ͕ŽŶƚƌĂĐƚŽƌŚĂƐĨŝǀĞ;ϱͿďƵƐŝŶĞƐƐĚĂǇƐƚŽĚĞůŝǀĞƌĂŶǇĚŽĐƵŵĞŶƚƐŽǁŶĞĚďǇ DtĂŶĚĂůůǁŽƌŬŝŶƉƌŽŐƌĞƐƐƚŽDtĂĚĚƌĞƐƐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘DtǁŝůůŵĂŬĞĂ ĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨĨĂĐƚďĂƐĞĚƵƉŽŶƚŚĞǁŽƌŬƉƌŽĚƵĐƚĚĞůŝǀĞƌĞĚƚŽDtĂŶĚŽĨƚŚĞƉĞƌĐĞŶƚĂŐĞŽĨǁŽƌŬ ƚŚĂƚ ŽŶƚƌĂĐƚŽƌ ŚĂƐ ƉĞƌĨŽƌŵĞĚ ǁŚŝĐŚ ŝƐ ƵƐĂďůĞ ĂŶĚ ŽĨ ǁŽƌƚŚ ƚŽ Dt ŝŶ ŚĂǀŝŶŐ ƚŚĞ ŐƌĞĞŵĞŶƚ ĐŽŵƉůĞƚĞĚ͘ĂƐĞĚƵƉŽŶƚŚĂƚĨŝŶĚŝŶŐDtǁŝůůĚĞƚĞƌŵŝŶĞƚŚĞĨŝŶĂůƉĂǇŵĞŶƚŽĨƚŚĞŐƌĞĞŵĞŶƚ͘ Dt ŵĂǇ ƚĞƌŵŝŶĂƚĞ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ďǇ ƚĞŶĚĞƌŝŶŐ ƚŚŝƌƚǇ ;ϯϬͿ ĚĂǇƐ ǁƌŝƚƚĞŶ ŶŽƚŝĐĞ ƚŽ ŽŶƚƌĂĐƚŽƌ͘ ŽŶƚƌĂĐƚŽƌŵĂǇƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚďǇƚĞŶĚĞƌŝŶŐͺͺͺͺͺͺͺͺͺͺͺͺͺͺ;ͺͺͺͿĚĂǇƐǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽ Dt͘/ŶƚŚĞĞǀĞŶƚŽĨƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚďǇĞŝƚŚĞƌƉĂƌƚǇĂŶĚƵƉŽŶƌĞƋƵĞƐƚŽĨDt͕ ŽŶƚƌĂĐƚŽƌǁŝůůĂƐƐĞŵďůĞƚŚĞǁŽƌŬƉƌŽĚƵĐƚĂŶĚƉƵƚŝƚŝŶŽƌĚĞƌĨŽƌƉƌŽƉĞƌĨŝůŝŶŐĂŶĚĐůŽƐŝŶŐĂŶĚĚĞůŝǀĞƌŝƚ ƚŽDt͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƉĂŝĚĨŽƌǁŽƌŬƉĞƌĨŽƌŵĞĚƚŽƚŚĞƚĞƌŵŝŶĂƚŝŽŶĚĂƚĞ͖ŚŽǁĞǀĞƌ͕ƚŚĞƚŽƚĂůǁŝůůŶŽƚ ĞǆĐĞĞĚƚŚĞůƵŵƉƐƵŵĨĞĞƉĂǇĂďůĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘DtǁŝůůŵĂŬĞƚŚĞĨŝŶĂůĚĞƚĞƌŵŝŶĂƚŝŽŶĂƐƚŽ ƚŚĞƉŽƌƚŝŽŶƐŽĨƚĂƐŬƐĐŽŵƉůĞƚĞĚĂŶĚƚŚĞĐŽŵƉĞŶƐĂƚŝŽŶƚŽďĞŵĂĚĞ͘ Nov. 12, 2024 Item #2 Page 631 of 680 dd,DEd: W^ϮϱͲϯϱϲϱ WĂŐĞϴ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ Ϯϰ͘ KsEEd^'/E^dKEd/E'Ed&^ ŽŶƚƌĂĐƚŽƌǁĂƌƌĂŶƚƐƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐŶŽƚĞŵƉůŽǇĞĚŽƌƌĞƚĂŝŶĞĚĂŶǇĐŽŵƉĂŶǇŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂ ďŽŶĂĨŝĚĞĞŵƉůŽǇĞĞǁŽƌŬŝŶŐĨŽƌŽŶƚƌĂĐƚŽƌ͕ƚŽƐŽůŝĐŝƚŽƌƐĞĐƵƌĞƚŚŝƐŐƌĞĞŵĞŶƚ͕ĂŶĚƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐ ŶŽƚƉĂŝĚŽƌĂŐƌĞĞĚƚŽƉĂǇĂŶǇĐŽŵƉĂŶǇŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂďŽŶĂĨŝĚĞĞŵƉůŽǇĞĞ͕ĂŶǇĨĞĞ͕ĐŽŵŵŝƐƐŝŽŶ͕ ƉĞƌĐĞŶƚĂŐĞ͕ďƌŽŬĞƌĂŐĞĨĞĞ͕ŐŝĨƚ͕ŽƌĂŶǇŽƚŚĞƌĐŽŶƐŝĚĞƌĂƚŝŽŶĐŽŶƚŝŶŐĞŶƚƵƉŽŶ͕ŽƌƌĞƐƵůƚŝŶŐĨƌŽŵ͕ƚŚĞĂǁĂƌĚ ŽƌŵĂŬŝŶŐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘&ŽƌďƌĞĂĐŚŽƌǀŝŽůĂƚŝŽŶŽĨƚŚŝƐǁĂƌƌĂŶƚǇ͕DtǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽĂŶŶƵů ƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚůŝĂďŝůŝƚǇ͕Žƌ͕ŝŶŝƚƐĚŝƐĐƌĞƚŝŽŶ͕ƚŽĚĞĚƵĐƚĨƌŽŵƚŚĞŐƌĞĞŵĞŶƚƉƌŝĐĞŽƌĐŽŶƐŝĚĞƌĂƚŝŽŶ͕ Žƌ ŽƚŚĞƌǁŝƐĞ ƌĞĐŽǀĞƌ͕ ƚŚĞ ĨƵůů ĂŵŽƵŶƚ ŽĨ ƚŚĞ ĨĞĞ͕ ĐŽŵŵŝƐƐŝŽŶ͕ ƉĞƌĐĞŶƚĂŐĞ͕ ďƌŽŬĞƌĂŐĞ ĨĞĞƐ͕ ŐŝĨƚ͕ Žƌ ĐŽŶƚŝŶŐĞŶƚĨĞĞ͘ Ϯϱ͘ >/D^E>t^h/d^ ǇƐŝŐŶŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͕ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂŶǇĂŐƌĞĞŵĞŶƚĐůĂŝŵƐƵďŵŝƚƚĞĚƚŽDtŵƵƐƚďĞ ĂƐƐĞƌƚĞĚĂƐƉĂƌƚŽĨƚŚĞŐƌĞĞŵĞŶƚƉƌŽĐĞƐƐĂƐƐĞƚĨŽƌƚŚŝŶƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚŶŽƚŝŶĂŶƚŝĐŝƉĂƚŝŽŶŽĨ ůŝƚŝŐĂƚŝŽŶŽƌŝŶĐŽŶũƵŶĐƚŝŽŶǁŝƚŚůŝƚŝŐĂƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚŝĨĂĨĂůƐĞĐůĂŝŵŝƐƐƵďŵŝƚƚĞĚƚŽ Dt͕ŝƚŵĂǇďĞĐŽŶƐŝĚĞƌĞĚĨƌĂƵĚĂŶĚŽŶƚƌĂĐƚŽƌŵĂǇďĞƐƵďũĞĐƚƚŽĐƌŝŵŝŶĂůƉƌŽƐĞĐƵƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚĂůŝĨŽƌŶŝĂ'ŽǀĞƌŶŵĞŶƚŽĚĞƐĞĐƚŝŽŶƐϭϮϲϱϬĞƚƐĞƋ͕͘ƚŚĞ&ĂůƐĞůĂŝŵƐĐƚĂƉƉůŝĞƐƚŽ ƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚ͕ƉƌŽǀŝĚĞƐĨŽƌĐŝǀŝůƉĞŶĂůƚŝĞƐǁŚĞƌĞĂƉĞƌƐŽŶŬŶŽǁŝŶŐůǇƐƵďŵŝƚƐĂĨĂůƐĞĐůĂŝŵƚŽĂƉƵďůŝĐ ĞŶƚŝƚǇ͘dŚĞƐĞƉƌŽǀŝƐŝŽŶƐŝŶĐůƵĚĞĨĂůƐĞĐůĂŝŵƐŵĂĚĞǁŝƚŚĚĞůŝďĞƌĂƚĞŝŐŶŽƌĂŶĐĞŽĨƚŚĞĨĂůƐĞŝŶĨŽƌŵĂƚŝŽŶŽƌŝŶ ƌĞĐŬůĞƐƐĚŝƐƌĞŐĂƌĚŽĨƚŚĞƚƌƵƚŚŽƌĨĂůƐŝƚǇŽĨŝŶĨŽƌŵĂƚŝŽŶ͘/ĨDtƐĞĞŬƐƚŽƌĞĐŽǀĞƌƉĞŶĂůƚŝĞƐƉƵƌƐƵĂŶƚƚŽ ƚŚĞ&ĂůƐĞůĂŝŵƐĐƚ͕ŝƚŝƐĞŶƚŝƚůĞĚƚŽƌĞĐŽǀĞƌŝƚƐůŝƚŝŐĂƚŝŽŶĐŽƐƚƐ͕ŝŶĐůƵĚŝŶŐĂƚƚŽƌŶĞǇΖƐĨĞĞƐ͘ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚƚŚĞĨŝůŝŶŐŽĨĂĨĂůƐĞĐůĂŝŵŵĂǇƐƵďũĞĐƚŽŶƚƌĂĐƚŽƌƚŽĂŶĂĚŵŝŶŝƐƚƌĂƚŝǀĞĚĞďĂƌŵĞŶƚ ƉƌŽĐĞĞĚŝŶŐĂƐƚŚĞƌĞƐƵůƚŽĨǁŚŝĐŚŽŶƚƌĂĐƚŽƌŵĂǇďĞƉƌĞǀĞŶƚĞĚƚŽĂĐƚĂƐĂŽŶƚƌĂĐƚŽƌŽŶĂŶǇƉƵďůŝĐǁŽƌŬ ŽƌŝŵƉƌŽǀĞŵĞŶƚĨŽƌĂƉĞƌŝŽĚŽĨƵƉƚŽĨŝǀĞ;ϱͿǇĞĂƌƐ͘ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐĚĞďĂƌŵĞŶƚďǇĂŶŽƚŚĞƌ ũƵƌŝƐĚŝĐƚŝŽŶŝƐŐƌŽƵŶĚƐĨŽƌŝƚǇƚŽƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚ͘ Ϯϲ͘ :hZ/^/d/KE^EsEh dŚŝƐŐƌĞĞŵĞŶƚƐŚĂůůďĞŝŶƚĞƌƉƌĞƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͘ŶǇĂĐƚŝŽŶĂƚ ůĂǁŽƌŝŶĞƋƵŝƚǇďƌŽƵŐŚƚďǇĞŝƚŚĞƌŽĨƚŚĞƉĂƌƚŝĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĞŶĨŽƌĐŝŶŐĂƌŝŐŚƚŽƌƌŝŐŚƚƐƉƌŽǀŝĚĞĚĨŽƌ ďǇƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƚƌŝĞĚŝŶĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƚŝŽŶŝŶƚŚĞŽƵŶƚǇŽĨ^ĂŶŝĞŐŽ͕^ƚĂƚĞŽĨ ĂůŝĨŽƌŶŝĂ͕ĂŶĚƚŚĞƉĂƌƚŝĞƐǁĂŝǀĞĂůůƉƌŽǀŝƐŝŽŶƐŽĨůĂǁƉƌŽǀŝĚŝŶŐĨŽƌĂĐŚĂŶŐĞŽĨǀĞŶƵĞŝŶƚŚĞƐĞƉƌŽĐĞĞĚŝŶŐƐ ƚŽĂŶǇŽƚŚĞƌĐŽƵŶƚǇ͘ Ϯϳ͘ ^h^^KZ^E^^/'E^ /ƚŝƐŵƵƚƵĂůůǇƵŶĚĞƌƐƚŽŽĚĂŶĚĂŐƌĞĞĚƚŚĂƚƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞďŝŶĚŝŶŐƵƉŽŶDtĂŶĚŽŶƚƌĂĐƚŽƌĂŶĚ ƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞƐƵĐĐĞƐƐŽƌƐ͘EĞŝƚŚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŶŽƌĂŶǇƉĂƌƚŽĨŝƚŶŽƌĂŶǇŵŽŶŝĞƐĚƵĞŽƌƚŽďĞĐŽŵĞ ĚƵĞƵŶĚĞƌŝƚŵĂǇďĞĂƐƐŝŐŶĞĚďǇŽŶƚƌĂĐƚŽƌǁŝƚŚŽƵƚƚŚĞƉƌŝŽƌĐŽŶƐĞŶƚŽĨDt͕ǁŚŝĐŚƐŚĂůůŶŽƚďĞ ƵŶƌĞĂƐŽŶĂďůǇǁŝƚŚŚĞůĚ͘ Ϯϴ͘ d,/ZͲWZdzZ/',d^ EŽƚŚŝŶŐŝŶƚŚŝƐŐƌĞĞŵĞŶƚƐŚŽƵůĚďĞĐŽŶƐƚƌƵĞĚƚŽŐŝǀĞĂŶǇƌŝŐŚƚƐŽƌďĞŶĞĨŝƚƐƚŽĂŶǇƉĂƌƚǇŽƚŚĞƌƚŚĂŶƚŚĞ DtĂŶĚŽŶƚƌĂĐƚŽƌ͘ Ϯϵ͘ Ed/Z'ZDEd dŚŝƐŐƌĞĞŵĞŶƚ͕ƚŽŐĞƚŚĞƌǁŝƚŚĂŶǇŽƚŚĞƌǁƌŝƚƚĞŶĚŽĐƵŵĞŶƚƌĞĨĞƌƌĞĚƚŽŽƌĐŽŶƚĞŵƉůĂƚĞĚďǇŝƚ͕ĂůŽŶŐǁŝƚŚ ƚŚĞ ƉƵƌĐŚĂƐĞ ŽƌĚĞƌ ĨŽƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ĂŶĚ ŝƚƐ ƉƌŽǀŝƐŝŽŶƐ͕ ĞŵďŽĚǇ ƚŚĞ ĞŶƚŝƌĞ ŐƌĞĞŵĞŶƚ ĂŶĚ ƵŶĚĞƌƐƚĂŶĚŝŶŐďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐƌĞůĂƚŝŶŐƚŽƚŚĞƐƵďũĞĐƚŵĂƚƚĞƌŽĨŝƚ͘/ŶĐĂƐĞŽĨĐŽŶĨůŝĐƚ͕ƚŚĞƚĞƌŵƐŽĨƚŚĞ ŐƌĞĞŵĞŶƚƐƵƉĞƌƐĞĚĞƚŚĞƉƵƌĐŚĂƐĞŽƌĚĞƌ͘EĞŝƚŚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŶŽƌĂŶǇŽĨŝƚƐƉƌŽǀŝƐŝŽŶƐŵĂǇďĞ ĂŵĞŶĚĞĚ͕ŵŽĚŝĨŝĞĚ͕ǁĂŝǀĞĚŽƌĚŝƐĐŚĂƌŐĞĚĞǆĐĞƉƚŝŶĂǁƌŝƚŝŶŐƐŝŐŶĞĚďǇďŽƚŚƉĂƌƚŝĞƐ͘dŚŝƐŐƌĞĞŵĞŶƚŵĂǇ ďĞĞǆĞĐƵƚĞĚŝŶĐŽƵŶƚĞƌƉĂƌƚƐ͘ Nov. 12, 2024 Item #2 Page 632 of 680 dd,DEd: W^ϮϱͲϯϱϲϱ WĂŐĞϵ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ϯϬ͘ Wh>/'Ez>h^ ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂŶǇƉƵďůŝĐĂŐĞŶĐǇĂƐĚĞĨŝŶĞĚďǇĂů͘'Žǀ͘ŽĚĞƐĞĐƚŝŽŶϲϱϬϬ͕ŝĨĂƵƚŚŽƌŝǌĞĚďǇŝƚƐ ŐŽǀĞƌŶŝŶŐďŽĚǇ͕ƐŚĂůůŚĂǀĞƚŚĞŽƉƚŝŽŶƚŽƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚŝƐĐŽŶƚƌĂĐƚĂƚƚŚĞƐĂŵĞƉƌŝĐĞƐ͕ƚĞƌŵƐ͕ĂŶĚ ĐŽŶĚŝƚŝŽŶƐ͘/ĨĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐǇĐŚŽŽƐĞƐƚŽƉĂƌƚŝĐŝƉĂƚĞ͕ƚŚĞƚĞƌŵƐŚĂůůďĞĨŽƌƚŚĞƚĞƌŵŽĨƚŚŝƐĐŽŶƚƌĂĐƚ͕ ĂŶĚ ƐŚĂůů ďĞ ĐŽŶƚŝŶŐĞŶƚ ƵƉŽŶ ŽŶƚƌĂĐƚŽƌΖƐ ĂĐĐĞƉƚĂŶĐĞ͘ WĂƌƚŝĐŝƉĂƚŝŶŐ ƉƵďůŝĐ ĂŐĞŶĐŝĞƐ ƐŚĂůů ďĞ ƐŽůĞůǇ ƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉůĂĐŝŶŐŽĨŽƌĚĞƌƐ͕ĂƌƌĂŶŐŝŶŐĨŽƌĚĞůŝǀĞƌǇĂŶĚͬŽƌƐĞƌǀŝĐĞƐ͕ĂŶĚŵĂŬŝŶŐƉĂǇŵĞŶƚƐƚŽƚŚĞ ŽŶƚƌĂĐƚŽƌ͘dŚĞŝƚǇŽĨĂƌůƐďĂĚĂŶĚĂƌůƐďĂĚDƵŶŝĐŝƉĂůtĂƚĞƌŝƐƚƌŝĐƚƐŚĂůůŶŽƚďĞůŝĂďůĞ͕ŽƌƌĞƐƉŽŶƐŝďůĞ͕ ĨŽƌĂŶǇŽďůŝŐĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽĨŝŶĂŶĐŝĂůƌĞƐƉŽŶƐŝďŝůŝƚǇ͕ŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƉĂƌƚŝĐŝƉĂƚŝŽŶ ďǇĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐǇ͘ ϯϭ͘ hd,KZ/dz dŚĞŝŶĚŝǀŝĚƵĂůƐĞǆĞĐƵƚŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚƚŚĞŝŶƐƚƌƵŵĞŶƚƐƌĞĨĞƌĞŶĐĞĚŝŶŝƚŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌ ĞĂĐŚƌĞƉƌĞƐĞŶƚĂŶĚǁĂƌƌĂŶƚƚŚĂƚƚŚĞǇŚĂǀĞƚŚĞůĞŐĂůƉŽǁĞƌ͕ƌŝŐŚƚĂŶĚĂĐƚƵĂůĂƵƚŚŽƌŝƚǇƚŽďŝŶĚŽŶƚƌĂĐƚŽƌ ƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ ǆĞĐƵƚĞĚďǇŽŶƚƌĂĐƚŽƌƚŚŝƐͺͺͺͺͺͺͺͺͺͺͺĚĂǇŽĨͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ͕ϮϬϮϰ͘ Nov. 12, 2024 Item #2 Page 633 of 680 dd,DEd: W^ϮϱͲϯϱϲϱ WĂŐĞϭϭ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ y,//d ^KWK&^Zs/^E&^ WĞƌĨŽƌŵĂǀĂƌŝĞƚǇŽĨƵƚŝůŝƚǇůŽĐĂƚŝŶŐĂŶĚƉŽƚŚŽůŝŶŐƚĂƐŬƐĂƐŽƵƚůŝŶĞĚŝŶŝŶĚŝǀŝĚƵĂůWƌŽũĞĐƚdĂƐŬĞƐĐƌŝƉƚŝŽŶƐ Θ&ĞĞůůŽƚŵĞŶƚƐ;WdΘ&Ϳ͕ƌĞůĂƚĞĚƚŽƚŚĞĨŽůůŽǁŝŶŐ͗ ͘ ^ƵďƐƵƌĨĂĐĞhƚŝůŝƚǇWŽƚŚŽůŝŶŐĂŶĚ>ŽĐĂƚŝŶŐ͘ ͘ 'ƌŽƵŶĚWĞŶĞƚƌĂƚŝŶŐZĂĚĂƌ^ĞƌǀŝĐĞƐ͘ ͘ hƚŝůŝƚǇZĞƐĞĂƌĐŚͬŽĐƵŵĞŶƚĂƚŝŽŶ͘ ͘ &ŝĞůĚĞƚĞƌŵŝŶĂƚŝŽŶͬŽĐƵŵĞŶƚĂƚŝŽŶ͘ ZĞƋƵĞƐƚƐĨŽƌǁŽƌŬŶŽƚůŝƐƚĞĚĂďŽǀĞŵƵƐƚďĞĐŽŶƚƌĂĐƚĞĚƵŶĚĞƌƐĞƉĂƌĂƚĞĂŐƌĞĞŵĞŶƚ͘ Nov. 12, 2024 Item #2 Page 635 of 680 Date:June 12, 2024 Quote # TC61224-14L Expiration Date: End of Contract Sales Person: TC Item # Qty Unit Price Line Total 1 525.00$ 2 230.00$ 3 1,875.00$ 4 250.00$ 5 225.00$ 6 170.00$ ADDITIONAL : 7 100.00$ Subtotal Total 120 N. Andreasen Dr. Escondido, CA 92029 PH# 760 294 9449 Fax# 760 294 9490 Project Name:RFQ24 - 3430CA ESTIMATE To: Elieda Felix Yackel City of Carlsbad Public Works Branch 5950 El Camino Real Your First Choice for Utility Locating Services Carlsbad, CA 92008 Description CCTV Push Camera (Per Hour) (4'' - 10'' ) Utility Locating Per Day (8 hrs) Digital Flash Card Utility Locating / CCTV Report - Per Day Cost Pressure Washing Markout Paint Removal (Per Hour) (4) Hr Min Utility Locating Service Call (2) Hr Min Utility Locating Additional hours up to (7 hrs) Hydrojetting (4'' - 10'' ) Per Hour (4) Hr Min Nov. 12, 2024 Item #2 Page 636 of 680 Date:June 12, 2024 Quote # TC61224-13H Expiration Date: End of Contract Sales Person: TTC Item # Qty Unit Price Line Total 1 2,800.00$ 2 175.00$ 3 250.00$ 4 175.00$ 5 150.00$ 6 575.00$ 7 135.00$ 8 600.00$ 9 650.00$ 10 1,300.00$ 11 95.00$ 12 100.00$ 13 250.00$ 14 50.00$ 15 185.00$ 16 50.00$ 17 1,575.00$ 18 1,360.00$ 19 150.00$ 20 65.00$ EExcluded: Permit and Deposit Fees to be paid by client prior to start of work Encroachment & Traffic Permits No Fee Parking Meter Buyouts N/A Deposit Amt Subtotal -$ -$ Total --$ 1120 N. Andreasen Dr. Escondido, CA 92029 PH# 760/294-9449 Fax# 760/294-9490 Project Name:RRFQ24 - 3430CA AASPHALT REPAIR TTRAFFIC CONTROL Pothole Service (Prevailing Wage) Per Day Description USA Dig Alert Delination and Mark Out - Superintendent RREPORTING OOTHER COSTS Sand Cover for Utility (Ea) Aquaphalt Asphalt Repair (Ea) Additional Arrowboards (Ea) Traffic Control Plans - Non Eng Stamped (Each) Fuel Surcharge - Per Day Traffic Control Plans - Eng Stamped (Each) Standard Traffic Control (Per Day) ESTIMATE To: EEleida Felix Yackel CCity of Carlsbad Public Works Branch 55950 El Camino Real YYour First Choice for Potholing Services ****4-hour minimum + Mob/Demob CCarlsbad, CA 92008 Hot-Patch Asphalt Grind & Overlay Up to 5'x5' (Ea) USA Markout Paint Removal (Per Day) Spoil Haul off and Disposal (Ea) 8'' - 10'' Core Drill + Re-install and Seal (Ea) Traffic Control (1 - Flagger) (Per Hour) PDF/Digital Flash Card Utility Report (1 - 5 potholes) +$100 Increments for every (5) Potholes Hot Patch Asphalt Repairs - Base Pave (Ea) Major Traffic Control (Per Day) (1) Arrowboard Synthetic Asphalt Overlay Up to 3'x3' (Ea) Encroachment / Traffic Permit Processing Fee Slurry Backfill - Bag Spec Mix (Ea) Nov. 12, 2024 Item #2 Page 637 of 680 dd,DEd< W^ϮϱͲϯϱϳϯ WĂŐĞϮ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ϰ͘ WZK'Z^^EKDW>d/KE dŚĞǁŽƌŬĨŽƌĂŶǇƉƌŽũĞĐƚŐƌĂŶƚĞĚƚŽŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞŐŝŶǁŝƚŚŝŶƚĞŶ;ϭϬͿĚĂǇƐ ĂĨƚĞƌƌĞĐĞŝƉƚŽĨŶŽƚŝĨŝĐĂƚŝŽŶƚŽƉƌŽĐĞĞĚďǇDtĂŶĚďĞĐŽŵƉůĞƚĞĚǁŝƚŚŝŶƚŚĞƚŝŵĞƐƉĞĐŝĨŝĞĚŝŶƚŚĞdĂƐŬ ĞƐĐƌŝƉƚŝŽŶĨŽƌƚŚĞƉƌŽũĞĐƚ;ƐĞĞƉĂƌĂŐƌĂƉŚϱďĞůŽǁͿ͘ǆƚĞŶƐŝŽŶƐŽĨƚŝŵĞĨŽƌĂƐƉĞĐŝĨŝĐdĂƐŬĞƐĐƌŝƉƚŝŽŶŵĂǇ ďĞŐƌĂŶƚĞĚŝĨƌĞƋƵĞƐƚĞĚďǇŽŶƚƌĂĐƚŽƌĂŶĚĂŐƌĞĞĚƚŽŝŶǁƌŝƚŝŶŐďǇƚŚĞǆĞĐƵƚŝǀĞDĂŶĂŐĞƌ;ŽƌĚĞƐŝŐŶĞĞͿŽƌ 'ĞŶĞƌĂůDĂŶĂŐĞƌŽĨDtĂƐĂƵƚŚŽƌŝǌĞĚďǇƚŚĞǆĞĐƵƚŝǀĞDĂŶĂŐĞƌ;͞'ĞŶĞƌĂůDĂŶĂŐĞƌ͟Ϳ͘dŚĞǆĞĐƵƚŝǀĞ DĂŶĂŐĞƌ ;Žƌ ĚĞƐŝŐŶĞĞͿ Žƌ 'ĞŶĞƌĂů DĂŶĂŐĞƌ ǁŝůů ŐŝǀĞ ĂůůŽǁĂŶĐĞ ĨŽƌ ĚŽĐƵŵĞŶƚĞĚ ĂŶĚ ƐƵďƐƚĂŶƚŝĂƚĞĚ ƵŶĨŽƌĞƐĞĞĂďůĞĂŶĚƵŶĂǀŽŝĚĂďůĞĚĞůĂǇƐŶŽƚĐĂƵƐĞĚďǇĂůĂĐŬŽĨĨŽƌĞƐŝŐŚƚŽŶƚŚĞƉĂƌƚŽĨŽŶƚƌĂĐƚŽƌ͕Žƌ 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ŐĞŶĞƌĂůůǇƌĞƋƵŝƌĞƐŬĞĞƉŝŶŐĂĐĐƵƌĂƚĞƉĂǇƌŽůůƌĞĐŽƌĚƐ͕ǀĞƌŝĨǇŝŶŐĂŶĚĐĞƌƚŝĨǇŝŶŐƉĂǇƌŽůůƌĞĐŽƌĚƐ͕ĂŶĚŵĂŬŝŶŐ ƚŚĞŵĂǀĂŝůĂďůĞĨŽƌŝŶƐƉĞĐƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌƐŚĂůůƌĞƋƵŝƌĞĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌƐƚŽĐŽŵƉůǇǁŝƚŚ^ĞĐƚŝŽŶϭϳϳϲ͘ Nov. 12, 2024 Item #2 Page 639 of 680 dd,DEd< W^ϮϱͲϯϱϳϯ WĂŐĞϯ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ϳ͘ KE^dZhd/KEDE'DEd^K&dtZ WƌŽĐŽƌĞWƌŽũĞĐƚDĂŶĂŐĞŵĞŶƚĂŶĚŽůůĂďŽƌĂƚŝŽŶ^ǇƐƚĞŵ͘dŚŝƐƉƌŽũĞĐƚŵĂǇƵƚŝůŝǌĞƚŚĞKǁŶĞƌ͛ƐWƌŽĐŽƌĞ ;ǁǁǁ͘ƉƌŽĐŽƌĞ͘ĐŽŵͿŽŶůŝŶĞƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĂŶĚĚŽĐƵŵĞŶƚĐŽŶƚƌŽůƉůĂƚĨŽƌŵ͘dŚĞŝŶƚĞŶƚŽĨƵƚŝůŝǌŝŶŐ WƌŽĐŽƌĞŝƐƚŽƌĞĚƵĐĞĐŽƐƚĂŶĚƐĐŚĞĚƵůĞƌŝƐŬ͕ŝŵƉƌŽǀĞƋƵĂůŝƚǇĂŶĚƐĂĨĞƚǇ͕ĂŶĚŵĂŝŶƚĂŝŶĂŚĞĂůƚŚǇƚĞĂŵ ĚǇŶĂŵŝĐ ďǇ ŝŵƉƌŽǀŝŶŐ ŝŶĨŽƌŵĂƚŝŽŶ ĨůŽǁ͕ ƌĞĚƵĐŝŶŐ ŶŽŶͲƉƌŽĚƵĐƚŝǀĞĂĐƚŝǀŝƚŝĞƐ͕ ƌĞĚƵĐŝŶŐ ƌĞǁŽƌŬ ĂŶĚ ĚĞĐƌĞĂƐŝŶŐ ƚƵƌŶĂƌŽƵŶĚ ƚŝŵĞƐ͘ dŚĞ ŽŶƚƌĂĐƚŽƌ ŝƐ ƌĞƋƵŝƌĞĚ ƚŽ ĐƌĞĂƚĞ Ă ĨƌĞĞ ǁĞďͲďĂƐĞĚ WƌŽĐŽƌĞ ƵƐĞƌ ĂĐĐŽƵŶƚ;ƐͿĂŶĚƵƚŝůŝǌĞǁĞďͲďĂƐĞĚƚƌĂŝŶŝŶŐͬƚƵƚŽƌŝĂůƐ;ĂƐŶĞĞĚĞĚͿƚŽďĞĐŽŵĞĨĂŵŝůŝĂƌǁŝƚŚƚŚĞƐǇƐƚĞŵ͘ hŶůĞƐƐƚŚĞŶŐŝŶĞĞƌĂƉƉƌŽǀĞƐŽƚŚĞƌǁŝƐĞ͕ƚŚĞŽŶƚƌĂĐƚŽƌƐŚĂůůƉƌŽĐĞƐƐĂůůƉƌŽũĞĐƚĚŽĐƵŵĞŶƚƐƚŚƌŽƵŐŚ 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ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕Z&/Ɛ͕ƐƵďŵŝƚƚĂůƐ͕ƐĐŚĞĚƵůĞƐ͕ĐŚĂŶŐĞŽƌĚĞƌƐ͕ƉƌŽũĞĐƚĚŽĐƵŵĞŶƚƐ͕ĂƐǁĞůůĂƐĂŶǇĚĞĨŝĐŝĞŶƚ ŽďƐĞƌǀĂƚŝŽŶƐŽƌƉƵŶĐŚůŝƐƚŝƚĞŵƐ͘WƌŽǀŝĚŝŶŐŵŽďŝůĞĂĐĐĞƐƐǁŝůůŝŵƉƌŽǀĞĐŽŵŵƵŶŝĐĂƚŝŽŶ͕ĞĨĨŝĐŝĞŶĐǇ͕ĂŶĚ ƉƌŽĚƵĐƚŝǀŝƚǇĨŽƌĂůůƉĂƌƚŝĞƐ͘dŚĞƵƐĞŽĨWƌŽĐŽƌĞĨŽƌƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĚŽĞƐŶŽƚƌĞůŝĞǀĞƚŚĞĐŽŶƚƌĂĐƚŽƌŽĨ ĂŶǇŽƚŚĞƌƌĞƋƵŝƌĞŵĞŶƚƐĂƐŵĂǇďĞƐƉĞĐŝĨŝĞĚŝŶƚŚĞĐŽŶƚƌĂĐƚĚŽĐƵŵĞŶƚƐ͘ ϴ͘ ^ddh^K&KEdZdKZ ŽŶƚƌĂĐƚŽƌǁŝůůƉĞƌĨŽƌŵƚŚĞ^ĞƌǀŝĐĞƐŝŶŽŶƚƌĂĐƚŽƌΖƐŽǁŶǁĂǇĂƐĂŶŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌĂŶĚŝŶƉƵƌƐƵŝƚ ŽĨŽŶƚƌĂĐƚŽƌΖƐŝŶĚĞƉĞŶĚĞŶƚĐĂůůŝŶŐ͕ĂŶĚŶŽƚĂƐĂŶĞŵƉůŽǇĞĞŽĨDt͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƵŶĚĞƌĐŽŶƚƌŽů ŽĨDtŽŶůǇĂƐƚŽƚŚĞƌĞƐƵůƚƚŽďĞĂĐĐŽŵƉůŝƐŚĞĚ͕ďƵƚǁŝůůĐŽŶƐƵůƚǁŝƚŚDtĂƐŶĞĐĞƐƐĂƌǇ͘dŚĞƉĞƌƐŽŶƐ ƵƐĞĚďǇŽŶƚƌĂĐƚŽƌƚŽƉƌŽǀŝĚĞƐĞƌǀŝĐĞƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůŶŽƚďĞĐŽŶƐŝĚĞƌĞĚĞŵƉůŽǇĞĞƐŽĨDt ĨŽƌĂŶǇƉƵƌƉŽƐĞƐ͘ dŚĞƉĂǇŵĞŶƚŵĂĚĞƚŽŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚĞŐƌĞĞŵĞŶƚǁŝůůďĞƚŚĞĨƵůůĂŶĚĐŽŵƉůĞƚĞĐŽŵƉĞŶƐĂƚŝŽŶ ƚŽǁŚŝĐŚŽŶƚƌĂĐƚŽƌŝƐĞŶƚŝƚůĞĚ͘DtǁŝůůŶŽƚŵĂŬĞĂŶǇĨĞĚĞƌĂůŽƌƐƚĂƚĞƚĂǆǁŝƚŚŚŽůĚŝŶŐƐŽŶďĞŚĂůĨŽĨ ŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐŽƌƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘DtǁŝůůŶŽƚďĞƌĞƋƵŝƌĞĚƚŽƉĂǇĂŶǇǁŽƌŬĞƌƐΖ ĐŽŵƉĞŶƐĂƚŝŽŶŝŶƐƵƌĂŶĐĞŽƌƵŶĞŵƉůŽǇŵĞŶƚĐŽŶƚƌŝďƵƚŝŽŶƐŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌŽƌŝƚƐĞŵƉůŽǇĞĞƐŽƌ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŽŝŶĚĞŵŶŝĨǇDtĂŶĚƚŚĞŝƚǇŽĨĂƌůƐďĂĚǁŝƚŚŝŶƚŚŝƌƚǇ;ϯϬͿĚĂǇƐĨŽƌ ĂŶǇƚĂǆ͕ƌĞƚŝƌĞŵĞŶƚĐŽŶƚƌŝďƵƚŝŽŶ͕ƐŽĐŝĂůƐĞĐƵƌŝƚǇ͕ŽǀĞƌƚŝŵĞƉĂǇŵĞŶƚ͕ƵŶĞŵƉůŽǇŵĞŶƚƉĂǇŵĞŶƚŽƌǁŽƌŬĞƌƐΖ ĐŽŵƉĞŶƐĂƚŝŽŶƉĂǇŵĞŶƚǁŚŝĐŚDtŵĂǇďĞƌĞƋƵŝƌĞĚƚŽŵĂŬĞŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌŽƌĂŶǇĂŐĞŶƚ͕ ĞŵƉůŽǇĞĞ͕ŽƌƐƵďĐŽŶƚƌĂĐƚŽƌŽĨŽŶƚƌĂĐƚŽƌĨŽƌǁŽƌŬĚŽŶĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ƚDt͛ƐĞůĞĐƚŝŽŶ͕ DtŵĂǇĚĞĚƵĐƚƚŚĞŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶĂŵŽƵŶƚĨƌŽŵĂŶǇďĂůĂŶĐĞŽǁŝŶŐƚŽŽŶƚƌĂĐƚŽƌ ϵ͘ KEdZdKZs>hd/KE^ tŽƌŬ ƉĞƌĨŽƌŵĞĚ ƵŶĚĞƌ ƚŚŝƐ DĂƐƚĞƌ ^ĞƌǀŝĐĞƐ ŐƌĞĞŵĞŶƚ ŵĂǇ ďĞ ƐƵďũĞĐƚ ƚŽ ƚŚĞ Dt ĐŽŶƚƌĂĐƚŽƌ ĞǀĂůƵĂƚŝŽŶƉƌŽŐƌĂŵ͘WƌŝŽƌƚŽƚŚĞƌĞůĞĂƐĞŽĨĂŶǇƚĂƐŬŽƌĚĞƌƐ͕ƚŚĞŽŶƚƌĂĐƚŽƌǁŝůůďĞŶŽƚŝĨŝĞĚŽĨƚŚĞƉƌŽŐƌĂŵ ƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚǁŝůůƌĞĐĞŝǀĞĂĐŽƉǇŽĨƚŚĞĞǀĂůƵĂƚŝŽŶĐƌŝƚĞƌŝĂĂŶĚƉƌŽĐĞƐƐ͘dŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉĞƌĨŽƌŵĂŶĐĞ ŵĂǇďĞĞǀĂůƵĂƚĞĚĂŶĚƚŚĞƌĞƐƵůƚƐǁŝůůďĞĐŽŶƐŝĚĞƌĞĚĨŽƌĨƵƚƵƌĞƚĂƐŬŽƌĚĞƌƐŽƌĂŐƌĞĞŵĞŶƚƐ͘ Nov. 12, 2024 Item #2 Page 640 of 680 dd,DEd< W^ϮϱͲϯϱϳϯ WĂŐĞϰ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ϭϬ͘ ^hKEdZd/E' ŽŶƚƌĂĐƚŽƌǁŝůůŶŽƚƐƵďĐŽŶƚƌĂĐƚĂŶǇƉŽƌƚŝŽŶŽĨƚŚĞ^ĞƌǀŝĐĞƐǁŝƚŚŽƵƚƉƌŝŽƌǁƌŝƚƚĞŶĂƉƉƌŽǀĂůŽĨDt͘/Ĩ ŽŶƚƌĂĐƚŽƌƐƵďĐŽŶƚƌĂĐƚƐĂŶǇŽĨƚŚĞ^ĞƌǀŝĐĞƐ͕ŽŶƚƌĂĐƚŽƌǁŝůůďĞĨƵůůǇƌĞƐƉŽŶƐŝďůĞƚŽDtĨŽƌƚŚĞĂĐƚƐĂŶĚ ŽŵŝƐƐŝŽŶƐŽĨŽŶƚƌĂĐƚŽƌΖƐƐƵďĐŽŶƚƌĂĐƚŽƌĂŶĚŽĨƚŚĞƉĞƌƐŽŶƐĞŝƚŚĞƌĚŝƌĞĐƚůǇŽƌŝŶĚŝƌĞĐƚůǇĞŵƉůŽǇĞĚďǇƚŚĞ ƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂƐŽŶƚƌĂĐƚŽƌŝƐĨŽƌƚŚĞĂĐƚƐĂŶĚŽŵŝƐƐŝŽŶƐŽĨƉĞƌƐŽŶƐĚŝƌĞĐƚůǇĞŵƉůŽǇĞĚďǇŽŶƚƌĂĐƚŽƌ͘ EŽƚŚŝŶŐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůĐƌĞĂƚĞĂŶǇĐŽŶƚƌĂĐƚƵĂůƌĞůĂƚŝŽŶƐŚŝƉďĞƚǁĞĞŶĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌ ŽĨŽŶƚƌĂĐƚŽƌĂŶĚDt͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƉĂǇŵĞŶƚŽĨƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ŽŶƚƌĂĐƚŽƌǁŝůů ďŝŶĚĞǀĞƌǇƐƵďĐŽŶƚƌĂĐƚŽƌĂŶĚĞǀĞƌǇƐƵďĐŽŶƚƌĂĐƚŽƌŽĨĂƐƵďĐŽŶƚƌĂĐƚŽƌďǇƚŚĞƚĞƌŵƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ ĂƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚŽƌΖƐǁŽƌŬƵŶůĞƐƐƐƉĞĐŝĨŝĐĂůůǇŶŽƚĞĚƚŽƚŚĞĐŽŶƚƌĂƌǇŝŶƚŚĞƐƵďĐŽŶƚƌĂĐƚĂŶĚĂƉƉƌŽǀĞĚ ŝŶǁƌŝƚŝŶŐďǇDt͘ ϭϭ͘ Kd,ZKEdZdKZ^ DtƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĞŵƉůŽǇŽƚŚĞƌŽŶƚƌĂĐƚŽƌƐŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚĞ^ĞƌǀŝĐĞƐ͘ ϭϮ͘ /EDE/&/d/KE ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŽĚĞĨĞŶĚ;ǁŝƚŚĐŽƵŶƐĞůĂƉƉƌŽǀĞĚďǇDtͿ͕ŝŶĚĞŵŶŝĨǇĂŶĚŚŽůĚŚĂƌŵůĞƐƐDtĂŶĚ ƚŚĞŝƚǇŽĨĂƌůƐďĂĚĂŶĚŝƚƐŽĨĨŝĐĞƌƐ͕ĞůĞĐƚĞĚĂŶĚĂƉƉŽŝŶƚĞĚŽĨĨŝĐŝĂůƐ͕ĞŵƉůŽǇĞĞƐĂŶĚǀŽůƵŶƚĞĞƌƐĨƌŽŵĂŶĚ ĂŐĂŝŶƐƚĂůůĐůĂŝŵƐ͕ĚĂŵĂŐĞƐ͕ůŽƐƐĞƐĂŶĚĞǆƉĞŶƐĞƐŝŶĐůƵĚŝŶŐĂƚƚŽƌŶĞǇƐĨĞĞƐĂƌŝƐŝŶŐŽƵƚŽĨƚŚĞƉĞƌĨŽƌŵĂŶĐĞ ŽĨƚŚĞǁŽƌŬĚĞƐĐƌŝďĞĚŚĞƌĞŝŶĐĂƵƐĞĚďǇĂŶǇǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚŽƌŶĞŐůŝŐĞŶƚĂĐƚŽƌŽŵŝƐƐŝŽŶŽĨƚŚĞ ŽŶƚƌĂĐƚŽƌ͕ĂŶǇƐƵďĐŽŶƚƌĂĐƚŽƌ͕ĂŶǇŽŶĞĚŝƌĞĐƚůǇŽƌŝŶĚŝƌĞĐƚůǇĞŵƉůŽǇĞĚďǇĂŶǇŽĨƚŚĞŵŽƌĂŶǇŽŶĞĨŽƌǁŚŽƐĞ ĂĐƚƐĂŶǇŽĨƚŚĞŵŵĂǇďĞůŝĂďůĞ͘ /Ĩ ŽŶƚƌĂĐƚŽƌ͛Ɛ ŽďůŝŐĂƚŝŽŶ ƚŽ ĚĞĨĞŶĚ͕ ŝŶĚĞŵŶŝĨǇ͕ ĂŶĚͬŽƌ ŚŽůĚ ŚĂƌŵůĞƐƐ ĂƌŝƐĞƐ ŽƵƚ ŽĨ ŽŶƚƌĂĐƚŽƌ͛Ɛ ƉĞƌĨŽƌŵĂŶĐĞĂƐĂ͞ĚĞƐŝŐŶƉƌŽĨĞƐƐŝŽŶĂů͟;ĂƐƚŚĂƚƚĞƌŵŝƐĚĞĨŝŶĞĚƵŶĚĞƌŝǀŝůŽĚĞƐĞĐƚŝŽŶϮϳϴϮ͘ϴͿ͕ƚŚĞŶ͕ ĂŶĚ ŽŶůǇ ƚŽ ƚŚĞ ĞǆƚĞŶƚ ƌĞƋƵŝƌĞĚ ďǇ ŝǀŝů ŽĚĞ ^ĞĐƚŝŽŶ ϮϳϴϮ͘ϴ͕ ǁŚŝĐŚ ŝƐ ĨƵůůǇ ŝŶĐŽƌƉŽƌĂƚĞĚ ŚĞƌĞŝŶ͕ ŽŶƚƌĂĐƚŽƌ͛ƐŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶŽďůŝŐĂƚŝŽŶƐŚĂůůďĞůŝŵŝƚĞĚƚŽĐůĂŝŵƐƚŚĂƚĂƌŝƐĞŽƵƚŽĨ͕ƉĞƌƚĂŝŶƚŽ͕ŽƌƌĞůĂƚĞƚŽ ƚŚĞŶĞŐůŝŐĞŶĐĞ͕ƌĞĐŬůĞƐƐŶĞƐƐ͕ŽƌǁŝůůĨƵůŵŝƐĐŽŶĚƵĐƚŽĨƚŚĞŽŶƚƌĂĐƚŽƌ͕ĂŶĚ͕ƵƉŽŶŽŶƚƌĂĐƚŽƌŽďƚĂŝŶŝŶŐĂ ĨŝŶĂůĂĚũƵĚŝĐĂƚŝŽŶďǇĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌ͛ƐůŝĂďŝůŝƚǇĨŽƌƐƵĐŚĐůĂŝŵ͕ŝŶĐůƵĚŝŶŐƚŚĞ ĐŽƐƚƚŽĚĞĨĞŶĚ͕ƐŚĂůůŶŽƚĞǆĐĞĞĚƚŚĞŽŶƚƌĂĐƚŽƌ͛ƐƉƌŽƉŽƌƚŝŽŶĂƚĞƉĞƌĐĞŶƚĂŐĞŽĨĨĂƵůƚ͘ dŚĞƉĂƌƚŝĞƐĞǆƉƌĞƐƐůǇĂŐƌĞĞƚŚĂƚĂŶǇƉĂǇŵĞŶƚ͕ĂƚƚŽƌŶĞǇ͛ƐĨĞĞ͕ĐŽƐƚƐŽƌĞǆƉĞŶƐĞDtŽƌƚŚĞŝƚǇŽĨ 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ŽǀĞƌĂŐĞƐĂŶĚ>ŝŵŝƚƐ͘ŽŶƚƌĂĐƚŽƌǁŝůůŵĂŝŶƚĂŝŶƚŚĞƚǇƉĞƐŽĨ ĐŽǀĞƌĂŐĞƐ ĂŶĚ ŵŝŶŝŵƵŵ ůŝŵŝƚƐ ŝŶĚŝĐĂƚĞĚ ďĞůŽǁ͕ ƵŶůĞƐƐ ZŝƐŬ DĂŶĂŐĞƌ Žƌ ŝƚǇ DĂŶĂŐĞƌ ĂƉƉƌŽǀĞƐ Ă ůŽǁĞƌ ĂŵŽƵŶƚ͘ dŚĞƐĞ ŵŝŶŝŵƵŵ ĂŵŽƵŶƚƐŽĨĐŽǀĞƌĂŐĞǁŝůůŶŽƚĐŽŶƐƚŝƚƵƚĞĂŶǇůŝŵŝƚĂƚŝŽŶƐŽƌĐĂƉŽŶŽŶƚƌĂĐƚŽƌΖƐŝŶĚĞŵŶŝĨŝĐĂƚŝŽŶŽďůŝŐĂƚŝŽŶƐ Nov. 12, 2024 Item #2 Page 641 of 680 dd,DEd< W^ϮϱͲϯϱϳϯ WĂŐĞϱ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ŝƚǇ͕ŝƚƐŽĨĨŝĐĞƌƐ͕ĂŐĞŶƚƐĂŶĚĞŵƉůŽǇĞĞƐŵĂŬĞŶŽƌĞƉƌĞƐĞŶƚĂƚŝŽŶƚŚĂƚƚŚĞůŝŵŝƚƐŽĨ ƚŚĞŝŶƐƵƌĂŶĐĞƐƉĞĐŝĨŝĞĚƚŽďĞĐĂƌƌŝĞĚďǇŽŶƚƌĂĐƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞĂĚĞƋƵĂƚĞƚŽƉƌŽƚĞĐƚ ŽŶƚƌĂĐƚŽƌ͘/ĨŽŶƚƌĂĐƚŽƌďĞůŝĞǀĞƐƚŚĂƚĂŶǇƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞŝƐŝŶĂĚĞƋƵĂƚĞ͕ŽŶƚƌĂĐƚŽƌǁŝůů ŽďƚĂŝŶƐƵĐŚĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĂŶĐĞĐŽǀĞƌĂŐĞ͕ĂƐŽŶƚƌĂĐƚŽƌĚĞĞŵƐĂĚĞƋƵĂƚĞ͕ĂƚŽŶƚƌĂĐƚŽƌΖƐƐŽůĞĞǆƉĞŶƐĞ͘ dŚĞĨƵůůůŝŵŝƚƐĂǀĂŝůĂďůĞƚŽƚŚĞŶĂŵĞĚŝŶƐƵƌĞĚƐŚĂůůĂůƐŽďĞĂǀĂŝůĂďůĞĂŶĚĂƉƉůŝĐĂďůĞƚŽƚŚĞŝƚǇĂƐĂŶ ĂĚĚŝƚŝŽŶĂůŝŶƐƵƌĞĚ͘ ϭϯ͘ϭ͘ϭ ŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚǇ;'>Ϳ/ŶƐƵƌĂŶĐĞ͘/ŶƐƵƌĂŶĐĞǁƌŝƚƚĞŶŽŶĂŶ͞ŽĐĐƵƌƌĞŶĐĞ͟ďĂƐŝƐ͕ ŝŶĐůƵĚŝŶŐƉĞƌƐŽŶĂůΘĂĚǀĞƌƚŝƐŝŶŐŝŶũƵƌǇ͕ǁŝƚŚůŝŵŝƚƐŶŽůĞƐƐƚŚĂŶΨϮ͕ϬϬϬ͕ϬϬϬƉĞƌŽĐĐƵƌƌĞŶĐĞ͘/ĨĂŐĞŶĞƌĂů 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ŽƌƉĂǇƚŚĞƉƌĞŵŝƵŵƐƚŚĂƚĂƌĞĚƵĞŽŶĞǆŝƐƚŝŶŐƉŽůŝĐŝĞƐŝŶŽƌĚĞƌƚŽŵĂŝŶƚĂŝŶƚŚĞƌĞƋƵŝƌĞĚĐŽǀĞƌĂŐĞƐ͘ ŽŶƚƌĂĐƚŽƌŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶǇƉĂǇŵĞŶƚƐŵĂĚĞďǇDtƚŽŽďƚĂŝŶŽƌŵĂŝŶƚĂŝŶŝŶƐƵƌĂŶĐĞĂŶĚDt Nov. 12, 2024 Item #2 Page 642 of 680 dd,DEd< W^ϮϱͲϯϱϳϯ WĂŐĞϲ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ŵĂǇĐŽůůĞĐƚƚŚĞƐĞƉĂǇŵĞŶƚƐĨƌŽŵŽŶƚƌĂĐƚŽƌŽƌĚĞĚƵĐƚƚŚĞĂŵŽƵŶƚƉĂŝĚĨƌŽŵĂŶǇƐƵŵƐĚƵĞŽŶƚƌĂĐƚŽƌ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ ϭϯ͘ϱ ^ƵďŵŝƐƐŝŽŶŽĨ/ŶƐƵƌĂŶĐĞWŽůŝĐŝĞƐ͘DtƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƌĞƋƵŝƌĞ͕ĂƚĂŶǇƚŝŵĞ͕ĐŽŵƉůĞƚĞĂŶĚ ĐĞƌƚŝĨŝĞĚĐŽƉŝĞƐŽĨĂŶǇŽƌĂůůƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞƉŽůŝĐŝĞƐĂŶĚĞŶĚŽƌƐĞŵĞŶƚƐ͘ ϭϰ͘ h^/E^^>/E^ ŽŶƚƌĂĐƚŽƌǁŝůůŽďƚĂŝŶĂŶĚŵĂŝŶƚĂŝŶĂŝƚǇŽĨĂƌůƐďĂĚƵƐŝŶĞƐƐ>ŝĐĞŶƐĞĨŽƌƚŚĞƚĞƌŵŽĨƚŚĞŐƌĞĞŵĞŶƚ͕ĂƐ ŵĂǇďĞĂŵĞŶĚĞĚĨƌŽŵƚŝŵĞͲƚŽͲƚŝŵĞ͘ ϭϱ͘ KhEd/E'ZKZ^ ŽŶƚƌĂĐƚŽƌ ǁŝůů ŵĂŝŶƚĂŝŶ ĐŽŵƉůĞƚĞĂŶĚ ĂĐĐƵƌĂƚĞ ƌĞĐŽƌĚƐ ǁŝƚŚ ƌĞƐƉĞĐƚ ƚŽ ĐŽƐƚƐ ŝŶĐƵƌƌĞĚ ƵŶĚĞƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͘ůůƌĞĐŽƌĚƐǁŝůůďĞĐůĞĂƌůǇŝĚĞŶƚŝĨŝĂďůĞ͘ŽŶƚƌĂĐƚŽƌǁŝůůĂůůŽǁĂƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨDtĚƵƌŝŶŐ ŶŽƌŵĂůďƵƐŝŶĞƐƐŚŽƵƌƐƚŽĞǆĂŵŝŶĞ͕ĂƵĚŝƚ͕ĂŶĚŵĂŬĞƚƌĂŶƐĐƌŝƉƚƐŽƌĐŽƉŝĞƐŽĨƌĞĐŽƌĚƐĂŶĚĂŶǇŽƚŚĞƌ ĚŽĐƵŵĞŶƚƐ ĐƌĞĂƚĞĚ ƉƵƌƐƵĂŶƚ ƚŽ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů ĂůůŽǁ ŝŶƐƉĞĐƚŝŽŶ ŽĨ Ăůů ǁŽƌŬ͕ ĚĂƚĂ͕ ĚŽĐƵŵĞŶƚƐ͕ƉƌŽĐĞĞĚŝŶŐƐ͕ĂŶĚĂĐƚŝǀŝƚŝĞƐƌĞůĂƚĞĚƚŽƚŚĞŐƌĞĞŵĞŶƚĨŽƌĂƉĞƌŝŽĚŽĨĨŽƵƌ;ϰͿǇĞĂƌƐĨƌŽŵƚŚĞ ĚĂƚĞŽĨĨŝŶĂůƉĂǇŵĞŶƚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ ϭϲ͘ KtEZ^,/WK&KhDEd^ ůůǁŽƌŬƉƌŽĚƵĐƚƉƌŽĚƵĐĞĚďǇŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐ͕ĂŶĚƐƵďĐŽŶƚƌĂĐƚŽƌƐƉƵƌƐƵĂŶƚƚŽƚŚŝƐ ŐƌĞĞŵĞŶƚŝƐƚŚĞƉƌŽƉĞƌƚǇŽĨDt͘/ŶƚŚĞĞǀĞŶƚƚŚŝƐŐƌĞĞŵĞŶƚŝƐƚĞƌŵŝŶĂƚĞĚ͕Ăůů ǁŽƌŬƉƌŽĚƵĐƚ ƉƌŽĚƵĐĞĚďǇŽŶƚƌĂĐƚŽƌŽƌŝƚƐĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐĂŶĚƐƵďĐŽŶƚƌĂĐƚŽƌƐƉƵƌƐƵĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞ ĚĞůŝǀĞƌĞĚĂƚŽŶĐĞƚŽDt͘ŽŶƚƌĂĐƚŽƌǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽŵĂŬĞŽŶĞ;ϭͿĐŽƉǇŽĨƚŚĞǁŽƌŬƉƌŽĚƵĐƚĨŽƌ ŽŶƚƌĂĐƚŽƌ͛ƐƌĞĐŽƌĚƐ͘ ϭϳ͘ KWzZ/',d^ ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂůůĐŽƉǇƌŝŐŚƚƐƚŚĂƚĂƌŝƐĞĨƌŽŵƚŚĞƐĞƌǀŝĐĞƐǁŝůůďĞǀĞƐƚĞĚŝŶDtĂŶĚŽŶƚƌĂĐƚŽƌ ƌĞůŝŶƋƵŝƐŚĞƐĂůůĐůĂŝŵƐƚŽƚŚĞĐŽƉǇƌŝŐŚƚƐŝŶĨĂǀŽƌŽĨDt͘ ϭϴ͘ EKd/^ dŚĞŶĂŵĞŽĨƚŚĞƉĞƌƐŽŶƐǁŚŽĂƌĞĂƵƚŚŽƌŝǌĞĚƚŽŐŝǀĞǁƌŝƚƚĞŶŶŽƚŝĐĞŽƌƚŽƌĞĐĞŝǀĞǁƌŝƚƚĞŶŶŽƚŝĐĞŽŶďĞŚĂůĨ ŽĨDtĂŶĚŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘ &ŽƌDt͗ &ŽƌŽŶƚƌĂĐƚŽƌ͗ EĂŵĞ ůĞŝĚĂ&ĞůŝǆzĂĐŬĞů EĂŵĞ EŝĐŽůĞZŝĞŐĞƌ͕W dŝƚůĞ ^ĞŶŝŽƌŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŽƌ dŝƚůĞ ^ĞŶŝŽƌWƌŽũĞĐƚDĂŶĂŐĞƌ ĞƉƚ WƵďůŝĐtŽƌŬƐ ĚĚƌĞƐƐ ϲϬϱdŚŝƌĚ^ƚƌĞĞƚ Z>^DhE//W>tdZ/^dZ/d ŶĐŝŶŝƚĂƐ͕ϵϮϬϮϰ ĚĚƌĞƐƐ ϭϲϯϱ&ĂƌĂĚĂǇǀĞŶƵĞ WŚŽŶĞ ϳϲϬ͘ϰϳϵ͘ϰϭϰϴD͗ϳϲϬ͘ϯϯϰ͘ϭϯϰϵ ĂƌůƐďĂĚ͕ϵϮϬϬϴ ŵĂŝů ŶƌŝĞŐĞƌΛĚƵĚĞŬ͘ĐŽŵ WŚŽŶĞ ϰϰϮͲϯϯϵͲϮϳϲϳ ĂĐŚƉĂƌƚǇǁŝůůŶŽƚŝĨǇƚŚĞŽƚŚĞƌŝŵŵĞĚŝĂƚĞůǇŽĨĂŶǇĐŚĂŶŐĞƐŽĨĂĚĚƌĞƐƐƚŚĂƚǁŽƵůĚƌĞƋƵŝƌĞĂŶǇŶŽƚŝĐĞŽƌ ĚĞůŝǀĞƌǇƚŽďĞĚŝƌĞĐƚĞĚƚŽĂŶŽƚŚĞƌĂĚĚƌĞƐƐ͘ Nov. 12, 2024 Item #2 Page 643 of 680 dd,DEd< W^ϮϱͲϯϱϳϯ WĂŐĞϳ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ϭϵ͘ 'EZ>KDW>/Et/d,>t^ ŽŶƚƌĂĐƚŽƌǁŝůůŬĞĞƉĨƵůůǇŝŶĨŽƌŵĞĚŽĨĨĞĚĞƌĂů͕ƐƚĂƚĞĂŶĚůŽĐĂůůĂǁƐĂŶĚŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐǁŚŝĐŚ ŝŶĂŶǇŵĂŶŶĞƌĂĨĨĞĐƚƚŚŽƐĞĞŵƉůŽǇĞĚďǇŽŶƚƌĂĐƚŽƌ͕ŽƌŝŶĂŶǇǁĂǇĂĨĨĞĐƚƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^ĞƌǀŝĐĞƐ ďǇ ŽŶƚƌĂĐƚŽƌ͘ ŽŶƚƌĂĐƚŽƌ ǁŝůů Ăƚ Ăůů ƚŝŵĞƐ ŽďƐĞƌǀĞ ĂŶĚ ĐŽŵƉůǇǁŝƚŚ ƚŚĞƐĞ ůĂǁƐ͕ ŽƌĚŝŶĂŶĐĞƐ͕ ĂŶĚ ƌĞŐƵůĂƚŝŽŶƐĂŶĚǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞĐŽŵƉůŝĂŶĐĞŽĨŽŶƚƌĂĐƚŽƌΖƐƐĞƌǀŝĐĞƐǁŝƚŚĂůůĂƉƉůŝĐĂďůĞůĂǁƐ͕ ŽƌĚŝŶĂŶĐĞƐĂŶĚƌĞŐƵůĂƚŝŽŶƐ͘ ŽŶƚƌĂĐƚŽƌǁŝůůďĞĂǁĂƌĞŽĨƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚĞ/ŵŵŝŐƌĂƚŝŽŶZĞĨŽƌŵĂŶĚŽŶƚƌŽůĐƚŽĨϭϵϴϲĂŶĚǁŝůů ĐŽŵƉůǇǁŝƚŚƚŚŽƐĞƌĞƋƵŝƌĞŵĞŶƚƐ͕ŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͕ǀĞƌŝĨǇŝŶŐƚŚĞĞůŝŐŝďŝůŝƚǇĨŽƌĞŵƉůŽǇŵĞŶƚŽĨ ĂůůĂŐĞŶƚƐ͕ĞŵƉůŽǇĞĞƐ͕ƐƵďĐŽŶƚƌĂĐƚŽƌƐĂŶĚĐŽŶƐƵůƚĂŶƚƐǁŚŽƐĞƐĞƌǀŝĐĞƐĂƌĞƌĞƋƵŝƌĞĚďǇƚŚŝƐŐƌĞĞŵĞŶƚ͘ ϮϬ͘ >/&KZE//ZZ^KhZ^KZ;ZͿsE>E&>d^Z'h>d/KE^ ŽŶƚƌĂĐƚŽƌ͛ƐǀĞŚŝĐůĞƐǁŝƚŚĂŐƌŽƐƐǀĞŚŝĐůĞǁĞŝŐŚƚƌĂƚŝŶŐŐƌĞĂƚĞƌƚŚĂŶϴ͕ϱϬϬůďƐ͘ĂŶĚůŝŐŚƚͲĚƵƚǇƉĂĐŬĂŐĞ ĚĞůŝǀĞƌǇǀĞŚŝĐůĞƐŽƉĞƌĂƚĞĚŝŶĂůŝĨŽƌŶŝĂŵĂǇďĞƐƵďũĞĐƚƚŽƚŚĞĂůŝĨŽƌŶŝĂŝƌZĞƐŽƵƌĐĞƐŽĂƌĚ;ZͿ ĚǀĂŶĐĞĚůĞĂŶ&ůĞĞƚƐƌĞŐƵůĂƚŝŽŶƐ͘^ƵĐŚǀĞŚŝĐůĞƐŵĂǇƚŚĞƌĞĨŽƌĞďĞƐƵďũĞĐƚƚŽƌĞƋƵŝƌĞŵĞŶƚƐƚŽƌĞĚƵĐĞ ĞŵŝƐƐŝŽŶƐŽĨĂŝƌƉŽůůƵƚĂŶƚƐ͘&ŽƌŵŽƌĞŝŶĨŽƌŵĂƚŝŽŶ͕ƉůĞĂƐĞǀŝƐŝƚƚŚĞZĚǀĂŶĐĞĚůĞĂŶ&ůĞĞƚƐǁĞďƉĂŐĞ ĂƚŚƚƚƉƐ͗ͬͬǁǁϮ͘Ăƌď͘ĐĂ͘ŐŽǀͬŽƵƌͲǁŽƌŬͬƉƌŽŐƌĂŵƐͬĂĚǀĂŶĐĞĚͲĐůĞĂŶͲĨůĞĞƚƐ͘ Ϯϭ͘ /^Z/D/Ed/KEE,Z^^DEdWZK,//d ŽŶƚƌĂĐƚŽƌ ǁŝůů ĐŽŵƉůǇ ǁŝƚŚ Ăůů ĂƉƉůŝĐĂďůĞ ůŽĐĂů͕ ƐƚĂƚĞ ĂŶĚ ĨĞĚĞƌĂů ůĂǁƐ ĂŶĚ ƌĞŐƵůĂƚŝŽŶƐ ƉƌŽŚŝďŝƚŝŶŐ ĚŝƐĐƌŝŵŝŶĂƚŝŽŶĂŶĚŚĂƌĂƐƐŵĞŶƚ͘ ϮϮ͘ /^WhdZ^K>hd/KE /ĨĂĚŝƐƉƵƚĞƐŚŽƵůĚĂƌŝƐĞƌĞŐĂƌĚŝŶŐƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚĞ^ĞƌǀŝĐĞƐƚŚĞĨŽůůŽǁŝŶŐƉƌŽĐĞĚƵƌĞǁŝůůďĞƵƐĞĚ ƚŽƌĞƐŽůǀĞĂŶǇƋƵĞƐƚŝŽŶƐŽĨĨĂĐƚŽƌŝŶƚĞƌƉƌĞƚĂƚŝŽŶŶŽƚŽƚŚĞƌǁŝƐĞƐĞƚƚůĞĚďǇĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐ͘ ZĞƉƌĞƐĞŶƚĂƚŝǀĞƐŽĨŽŶƚƌĂĐƚŽƌŽƌDtǁŝůůƌĞĚƵĐĞƐƵĐŚƋƵĞƐƚŝŽŶƐ͕ĂŶĚƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞǀŝĞǁƐ͕ƚŽǁƌŝƚŝŶŐ͘ ĐŽƉǇŽĨƐƵĐŚĚŽĐƵŵĞŶƚĞĚĚŝƐƉƵƚĞǁŝůůďĞĨŽƌǁĂƌĚĞĚƚŽďŽƚŚƉĂƌƚŝĞƐŝŶǀŽůǀĞĚĂůŽŶŐǁŝƚŚƌĞĐŽŵŵĞŶĚĞĚ ŵĞƚŚŽĚƐŽĨƌĞƐŽůƵƚŝŽŶ͕ǁŚŝĐŚǁŽƵůĚďĞŽĨďĞŶĞĨŝƚƚŽďŽƚŚƉĂƌƚŝĞƐ͘dŚĞƌĞƉƌĞƐĞŶƚĂƚŝǀĞƌĞĐĞŝǀŝŶŐƚŚĞůĞƚƚĞƌ ǁŝůůƌĞƉůǇƚŽƚŚĞůĞƚƚĞƌĂůŽŶŐǁŝƚŚĂƌĞĐŽŵŵĞŶĚĞĚŵĞƚŚŽĚŽĨƌĞƐŽůƵƚŝŽŶǁŝƚŚŝŶƚĞŶ;ϭϬͿďƵƐŝŶĞƐƐĚĂǇƐ͘/Ĩ ƚŚĞƌĞƐŽůƵƚŝŽŶƚŚƵƐŽďƚĂŝŶĞĚŝƐƵŶƐĂƚŝƐĨĂĐƚŽƌǇƚŽƚŚĞĂŐŐƌŝĞǀĞĚƉĂƌƚǇ͕ĂůĞƚƚĞƌŽƵƚůŝŶŝŶŐƚŚĞĚŝƐƉƵƚĞƐǁŝůů ďĞĨŽƌǁĂƌĚĞĚƚŽƚŚĞŝƚǇDĂŶĂŐĞƌ͘dŚĞŝƚǇDĂŶĂŐĞƌǁŝůůĐŽŶƐŝĚĞƌƚŚĞĨĂĐƚƐĂŶĚƐŽůƵƚŝŽŶƐƌĞĐŽŵŵĞŶĚĞĚ ďǇĞĂĐŚƉĂƌƚǇĂŶĚŵĂǇƚŚĞŶŽƉƚƚŽĚŝƌĞĐƚĂƐŽůƵƚŝŽŶƚŽƚŚĞƉƌŽďůĞŵ͘/ŶƐƵĐŚĐĂƐĞƐ͕ƚŚĞĂĐƚŝŽŶŽĨƚŚĞŝƚǇ DĂŶĂŐĞƌǁŝůůďĞďŝŶĚŝŶŐƵƉŽŶƚŚĞƉĂƌƚŝĞƐŝŶǀŽůǀĞĚ͕ĂůƚŚŽƵŐŚŶŽƚŚŝŶŐŝŶƚŚŝƐƉƌŽĐĞĚƵƌĞǁŝůůƉƌŽŚŝďŝƚƚŚĞ ƉĂƌƚŝĞƐĨƌŽŵƐĞĞŬŝŶŐƌĞŵĞĚŝĞƐĂǀĂŝůĂďůĞƚŽƚŚĞŵĂƚůĂǁ͘ Ϯϯ͘ dZD/Ed/KE /ŶƚŚĞĞǀĞŶƚŽĨƚŚĞŽŶƚƌĂĐƚŽƌΖƐĨĂŝůƵƌĞƚŽƉƌŽƐĞĐƵƚĞ͕ĚĞůŝǀĞƌ͕ŽƌƉĞƌĨŽƌŵƚŚĞ^ĞƌǀŝĐĞƐ͕DtŵĂǇ ƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌŶŽŶƉĞƌĨŽƌŵĂŶĐĞ ďǇ ŶŽƚŝĨǇŝŶŐ ŽŶƚƌĂĐƚŽƌ ďǇ ĐĞƌƚŝĨŝĞĚ ŵĂŝů ŽĨ ƚŚĞ ƚĞƌŵŝŶĂƚŝŽŶ͘/ĨDtĚĞĐŝĚĞƐƚŽĂďĂŶĚŽŶŽƌŝŶĚĞĨŝŶŝƚĞůǇƉŽƐƚƉŽŶĞƚŚĞǁŽƌŬŽƌƐĞƌǀŝĐĞƐĐŽŶƚĞŵƉůĂƚĞĚďǇ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͕ Dt ŵĂǇ ƚĞƌŵŝŶĂƚĞ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ƵƉŽŶ ǁƌŝƚƚĞŶŶŽƚŝĐĞ ƚŽ ŽŶƚƌĂĐƚŽƌ͘ hƉŽŶ ŶŽƚŝĨŝĐĂƚŝŽŶŽĨƚĞƌŵŝŶĂƚŝŽŶ͕ŽŶƚƌĂĐƚŽƌŚĂƐĨŝǀĞ;ϱͿďƵƐŝŶĞƐƐĚĂǇƐƚŽĚĞůŝǀĞƌĂŶǇĚŽĐƵŵĞŶƚƐŽǁŶĞĚďǇ DtĂŶĚĂůůǁŽƌŬŝŶƉƌŽŐƌĞƐƐƚŽDtĂĚĚƌĞƐƐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘DtǁŝůůŵĂŬĞĂ ĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨĨĂĐƚďĂƐĞĚƵƉŽŶƚŚĞǁŽƌŬƉƌŽĚƵĐƚĚĞůŝǀĞƌĞĚƚŽDtĂŶĚŽĨƚŚĞƉĞƌĐĞŶƚĂŐĞŽĨǁŽƌŬ ƚŚĂƚ ŽŶƚƌĂĐƚŽƌ ŚĂƐ ƉĞƌĨŽƌŵĞĚ ǁŚŝĐŚ ŝƐ ƵƐĂďůĞ ĂŶĚ ŽĨ ǁŽƌƚŚ ƚŽ Dt ŝŶ ŚĂǀŝŶŐ ƚŚĞ ŐƌĞĞŵĞŶƚ ĐŽŵƉůĞƚĞĚ͘ĂƐĞĚƵƉŽŶƚŚĂƚĨŝŶĚŝŶŐDtǁŝůůĚĞƚĞƌŵŝŶĞƚŚĞĨŝŶĂůƉĂǇŵĞŶƚŽĨƚŚĞŐƌĞĞŵĞŶƚ͘ Dt ŵĂǇ ƚĞƌŵŝŶĂƚĞ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ďǇ ƚĞŶĚĞƌŝŶŐ ƚŚŝƌƚǇ ;ϯϬͿ ĚĂǇƐ ǁƌŝƚƚĞŶ ŶŽƚŝĐĞ ƚŽ ŽŶƚƌĂĐƚŽƌ͘ ŽŶƚƌĂĐƚŽƌŵĂǇƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚďǇƚĞŶĚĞƌŝŶŐͺͺͺͺͺͺͺͺͺͺͺͺͺͺ;ͺͺͺͿĚĂǇƐǁƌŝƚƚĞŶŶŽƚŝĐĞƚŽ Dt͘/ŶƚŚĞĞǀĞŶƚŽĨƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚďǇĞŝƚŚĞƌƉĂƌƚǇĂŶĚƵƉŽŶƌĞƋƵĞƐƚŽĨDt͕ ŽŶƚƌĂĐƚŽƌǁŝůůĂƐƐĞŵďůĞƚŚĞǁŽƌŬƉƌŽĚƵĐƚĂŶĚƉƵƚŝƚŝŶŽƌĚĞƌĨŽƌƉƌŽƉĞƌĨŝůŝŶŐĂŶĚĐůŽƐŝŶŐĂŶĚĚĞůŝǀĞƌŝƚ ƚŽDt͘ŽŶƚƌĂĐƚŽƌǁŝůůďĞƉĂŝĚĨŽƌǁŽƌŬƉĞƌĨŽƌŵĞĚƚŽƚŚĞƚĞƌŵŝŶĂƚŝŽŶĚĂƚĞ͖ŚŽǁĞǀĞƌ͕ƚŚĞƚŽƚĂůǁŝůůŶŽƚ ĞǆĐĞĞĚƚŚĞůƵŵƉƐƵŵĨĞĞƉĂǇĂďůĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘DtǁŝůůŵĂŬĞƚŚĞĨŝŶĂůĚĞƚĞƌŵŝŶĂƚŝŽŶĂƐƚŽ ƚŚĞƉŽƌƚŝŽŶƐŽĨƚĂƐŬƐĐŽŵƉůĞƚĞĚĂŶĚƚŚĞĐŽŵƉĞŶƐĂƚŝŽŶƚŽďĞŵĂĚĞ͘ dŚŝƌƚǇ ϯϬ Nov. 12, 2024 Item #2 Page 644 of 680 dd,DEd< W^ϮϱͲϯϱϳϯ WĂŐĞϴ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ Ϯϰ͘ KsEEd^'/E^dKEd/E'Ed&^ ŽŶƚƌĂĐƚŽƌǁĂƌƌĂŶƚƐƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐŶŽƚĞŵƉůŽǇĞĚŽƌƌĞƚĂŝŶĞĚĂŶǇĐŽŵƉĂŶǇŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂ ďŽŶĂĨŝĚĞĞŵƉůŽǇĞĞǁŽƌŬŝŶŐĨŽƌŽŶƚƌĂĐƚŽƌ͕ƚŽƐŽůŝĐŝƚŽƌƐĞĐƵƌĞƚŚŝƐŐƌĞĞŵĞŶƚ͕ĂŶĚƚŚĂƚŽŶƚƌĂĐƚŽƌŚĂƐ ŶŽƚƉĂŝĚŽƌĂŐƌĞĞĚƚŽƉĂǇĂŶǇĐŽŵƉĂŶǇŽƌƉĞƌƐŽŶ͕ŽƚŚĞƌƚŚĂŶĂďŽŶĂĨŝĚĞĞŵƉůŽǇĞĞ͕ĂŶǇĨĞĞ͕ĐŽŵŵŝƐƐŝŽŶ͕ ƉĞƌĐĞŶƚĂŐĞ͕ďƌŽŬĞƌĂŐĞĨĞĞ͕ŐŝĨƚ͕ŽƌĂŶǇŽƚŚĞƌĐŽŶƐŝĚĞƌĂƚŝŽŶĐŽŶƚŝŶŐĞŶƚƵƉŽŶ͕ŽƌƌĞƐƵůƚŝŶŐĨƌŽŵ͕ƚŚĞĂǁĂƌĚ ŽƌŵĂŬŝŶŐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘&ŽƌďƌĞĂĐŚŽƌǀŝŽůĂƚŝŽŶŽĨƚŚŝƐǁĂƌƌĂŶƚǇ͕DtǁŝůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽĂŶŶƵů ƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚůŝĂďŝůŝƚǇ͕Žƌ͕ŝŶŝƚƐĚŝƐĐƌĞƚŝŽŶ͕ƚŽĚĞĚƵĐƚĨƌŽŵƚŚĞŐƌĞĞŵĞŶƚƉƌŝĐĞŽƌĐŽŶƐŝĚĞƌĂƚŝŽŶ͕ Žƌ ŽƚŚĞƌǁŝƐĞ ƌĞĐŽǀĞƌ͕ ƚŚĞ ĨƵůů ĂŵŽƵŶƚ ŽĨ ƚŚĞ ĨĞĞ͕ ĐŽŵŵŝƐƐŝŽŶ͕ ƉĞƌĐĞŶƚĂŐĞ͕ďƌŽŬĞƌĂŐĞĨĞĞƐ͕ŐŝĨƚ͕Žƌ ĐŽŶƚŝŶŐĞŶƚĨĞĞ͘ Ϯϱ͘ >/D^E>t^h/d^ ǇƐŝŐŶŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͕ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂŶǇĂŐƌĞĞŵĞŶƚĐůĂŝŵƐƵďŵŝƚƚĞĚƚŽDtŵƵƐƚďĞ ĂƐƐĞƌƚĞĚĂƐƉĂƌƚŽĨƚŚĞŐƌĞĞŵĞŶƚƉƌŽĐĞƐƐĂƐƐĞƚĨŽƌƚŚŝŶƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚŶŽƚŝŶĂŶƚŝĐŝƉĂƚŝŽŶŽĨ ůŝƚŝŐĂƚŝŽŶŽƌŝŶĐŽŶũƵŶĐƚŝŽŶǁŝƚŚůŝƚŝŐĂƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚŝĨĂĨĂůƐĞĐůĂŝŵŝƐƐƵďŵŝƚƚĞĚƚŽ Dt͕ŝƚŵĂǇďĞĐŽŶƐŝĚĞƌĞĚĨƌĂƵĚĂŶĚŽŶƚƌĂĐƚŽƌŵĂǇďĞƐƵďũĞĐƚƚŽĐƌŝŵŝŶĂůƉƌŽƐĞĐƵƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚĂůŝĨŽƌŶŝĂ'ŽǀĞƌŶŵĞŶƚŽĚĞƐĞĐƚŝŽŶƐϭϮϲϱϬĞƚƐĞƋ͕͘ƚŚĞ&ĂůƐĞůĂŝŵƐĐƚĂƉƉůŝĞƐƚŽ ƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚ͕ƉƌŽǀŝĚĞƐĨŽƌĐŝǀŝůƉĞŶĂůƚŝĞƐǁŚĞƌĞĂƉĞƌƐŽŶŬŶŽǁŝŶŐůǇƐƵďŵŝƚƐĂĨĂůƐĞĐůĂŝŵƚŽĂƉƵďůŝĐ ĞŶƚŝƚǇ͘dŚĞƐĞƉƌŽǀŝƐŝŽŶƐŝŶĐůƵĚĞĨĂůƐĞĐůĂŝŵƐŵĂĚĞǁŝƚŚĚĞůŝďĞƌĂƚĞŝŐŶŽƌĂŶĐĞŽĨƚŚĞĨĂůƐĞŝŶĨŽƌŵĂƚŝŽŶŽƌŝŶ ƌĞĐŬůĞƐƐĚŝƐƌĞŐĂƌĚŽĨƚŚĞƚƌƵƚŚŽƌĨĂůƐŝƚǇŽĨŝŶĨŽƌŵĂƚŝŽŶ͘/ĨDtƐĞĞŬƐƚŽƌĞĐŽǀĞƌƉĞŶĂůƚŝĞƐƉƵƌƐƵĂŶƚƚŽ ƚŚĞ&ĂůƐĞůĂŝŵƐĐƚ͕ŝƚŝƐĞŶƚŝƚůĞĚƚŽƌĞĐŽǀĞƌŝƚƐůŝƚŝŐĂƚŝŽŶĐŽƐƚƐ͕ŝŶĐůƵĚŝŶŐĂƚƚŽƌŶĞǇΖƐĨĞĞƐ͘ŽŶƚƌĂĐƚŽƌ ĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚƚŚĞĨŝůŝŶŐŽĨĂĨĂůƐĞĐůĂŝŵŵĂǇƐƵďũĞĐƚŽŶƚƌĂĐƚŽƌƚŽĂŶĂĚŵŝŶŝƐƚƌĂƚŝǀĞĚĞďĂƌŵĞŶƚ ƉƌŽĐĞĞĚŝŶŐĂƐƚŚĞƌĞƐƵůƚŽĨǁŚŝĐŚŽŶƚƌĂĐƚŽƌŵĂǇďĞƉƌĞǀĞŶƚĞĚƚŽĂĐƚĂƐĂŽŶƚƌĂĐƚŽƌŽŶĂŶǇƉƵďůŝĐǁŽƌŬ ŽƌŝŵƉƌŽǀĞŵĞŶƚĨŽƌĂƉĞƌŝŽĚŽĨƵƉƚŽĨŝǀĞ;ϱͿǇĞĂƌƐ͘ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐĚĞďĂƌŵĞŶƚďǇĂŶŽƚŚĞƌ ũƵƌŝƐĚŝĐƚŝŽŶŝƐŐƌŽƵŶĚƐĨŽƌŝƚǇƚŽƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚ͘ Ϯϲ͘ :hZ/^/d/KE^EsEh dŚŝƐŐƌĞĞŵĞŶƚƐŚĂůůďĞŝŶƚĞƌƉƌĞƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͘ŶǇĂĐƚŝŽŶĂƚ ůĂǁŽƌŝŶĞƋƵŝƚǇďƌŽƵŐŚƚďǇĞŝƚŚĞƌŽĨƚŚĞƉĂƌƚŝĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĞŶĨŽƌĐŝŶŐĂƌŝŐŚƚŽƌƌŝŐŚƚƐƉƌŽǀŝĚĞĚĨŽƌ ďǇƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƚƌŝĞĚŝŶĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƚŝŽŶŝŶƚŚĞŽƵŶƚǇŽĨ^ĂŶŝĞŐŽ͕^ƚĂƚĞŽĨ ĂůŝĨŽƌŶŝĂ͕ĂŶĚƚŚĞƉĂƌƚŝĞƐǁĂŝǀĞĂůůƉƌŽǀŝƐŝŽŶƐŽĨůĂǁƉƌŽǀŝĚŝŶŐĨŽƌĂĐŚĂŶŐĞŽĨǀĞŶƵĞŝŶƚŚĞƐĞƉƌŽĐĞĞĚŝŶŐƐ ƚŽĂŶǇŽƚŚĞƌĐŽƵŶƚǇ͘ Ϯϳ͘ ^h^^KZ^E^^/'E^ /ƚŝƐŵƵƚƵĂůůǇƵŶĚĞƌƐƚŽŽĚĂŶĚĂŐƌĞĞĚƚŚĂƚƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞďŝŶĚŝŶŐƵƉŽŶDtĂŶĚŽŶƚƌĂĐƚŽƌĂŶĚ ƚŚĞŝƌƌĞƐƉĞĐƚŝǀĞƐƵĐĐĞƐƐŽƌƐ͘EĞŝƚŚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŶŽƌĂŶǇƉĂƌƚŽĨŝƚŶŽƌĂŶǇŵŽŶŝĞƐĚƵĞŽƌƚŽďĞĐŽŵĞ ĚƵĞƵŶĚĞƌŝƚŵĂǇďĞĂƐƐŝŐŶĞĚďǇŽŶƚƌĂĐƚŽƌǁŝƚŚŽƵƚƚŚĞƉƌŝŽƌĐŽŶƐĞŶƚŽĨDt͕ǁŚŝĐŚƐŚĂůůŶŽƚďĞ ƵŶƌĞĂƐŽŶĂďůǇǁŝƚŚŚĞůĚ͘ Ϯϴ͘ d,/ZͲWZdzZ/',d^ EŽƚŚŝŶŐŝŶƚŚŝƐŐƌĞĞŵĞŶƚƐŚŽƵůĚďĞĐŽŶƐƚƌƵĞĚƚŽŐŝǀĞĂŶǇƌŝŐŚƚƐŽƌďĞŶĞĨŝƚƐƚŽĂŶǇƉĂƌƚǇŽƚŚĞƌƚŚĂŶƚŚĞ DtĂŶĚŽŶƚƌĂĐƚŽƌ͘ Ϯϵ͘ Ed/Z'ZDEd dŚŝƐŐƌĞĞŵĞŶƚ͕ƚŽŐĞƚŚĞƌǁŝƚŚĂŶǇŽƚŚĞƌǁƌŝƚƚĞŶĚŽĐƵŵĞŶƚƌĞĨĞƌƌĞĚƚŽŽƌĐŽŶƚĞŵƉůĂƚĞĚďǇŝƚ͕ĂůŽŶŐǁŝƚŚ ƚŚĞ ƉƵƌĐŚĂƐĞ ŽƌĚĞƌ ĨŽƌ ƚŚŝƐ ŐƌĞĞŵĞŶƚ ĂŶĚ ŝƚƐ ƉƌŽǀŝƐŝŽŶƐ͕ ĞŵďŽĚǇ ƚŚĞ ĞŶƚŝƌĞ ŐƌĞĞŵĞŶƚ ĂŶĚ ƵŶĚĞƌƐƚĂŶĚŝŶŐďĞƚǁĞĞŶƚŚĞƉĂƌƚŝĞƐƌĞůĂƚŝŶŐƚŽƚŚĞƐƵďũĞĐƚŵĂƚƚĞƌŽĨŝƚ͘/ŶĐĂƐĞŽĨĐŽŶĨůŝĐƚ͕ƚŚĞƚĞƌŵƐŽĨƚŚĞ ŐƌĞĞŵĞŶƚƐƵƉĞƌƐĞĚĞƚŚĞƉƵƌĐŚĂƐĞŽƌĚĞƌ͘EĞŝƚŚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŶŽƌĂŶǇŽĨŝƚƐƉƌŽǀŝƐŝŽŶƐŵĂǇďĞ ĂŵĞŶĚĞĚ͕ŵŽĚŝĨŝĞĚ͕ǁĂŝǀĞĚŽƌĚŝƐĐŚĂƌŐĞĚĞǆĐĞƉƚŝŶĂǁƌŝƚŝŶŐƐŝŐŶĞĚďǇďŽƚŚƉĂƌƚŝĞƐ͘dŚŝƐŐƌĞĞŵĞŶƚŵĂǇ ďĞĞǆĞĐƵƚĞĚŝŶĐŽƵŶƚĞƌƉĂƌƚƐ͘ Nov. 12, 2024 Item #2 Page 645 of 680 dd,DEd< W^ϮϱͲϯϱϳϯ WĂŐĞϵ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ ϯϬ͘ Wh>/'Ez>h^ ŽŶƚƌĂĐƚŽƌĂŐƌĞĞƐƚŚĂƚĂŶǇƉƵďůŝĐĂŐĞŶĐǇĂƐĚĞĨŝŶĞĚďǇĂů͘'Žǀ͘ŽĚĞƐĞĐƚŝŽŶϲϱϬϬ͕ŝĨĂƵƚŚŽƌŝǌĞĚďǇŝƚƐ ŐŽǀĞƌŶŝŶŐďŽĚǇ͕ƐŚĂůůŚĂǀĞƚŚĞŽƉƚŝŽŶƚŽƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚŝƐĐŽŶƚƌĂĐƚĂƚƚŚĞƐĂŵĞƉƌŝĐĞƐ͕ƚĞƌŵƐ͕ĂŶĚ ĐŽŶĚŝƚŝŽŶƐ͘/ĨĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐǇĐŚŽŽƐĞƐƚŽƉĂƌƚŝĐŝƉĂƚĞ͕ƚŚĞƚĞƌŵƐŚĂůůďĞĨŽƌƚŚĞƚĞƌŵŽĨƚŚŝƐĐŽŶƚƌĂĐƚ͕ ĂŶĚ ƐŚĂůů ďĞ ĐŽŶƚŝŶŐĞŶƚ ƵƉŽŶ ŽŶƚƌĂĐƚŽƌΖƐ ĂĐĐĞƉƚĂŶĐĞ͘ WĂƌƚŝĐŝƉĂƚŝŶŐ ƉƵďůŝĐ ĂŐĞŶĐŝĞƐ ƐŚĂůů ďĞ ƐŽůĞůǇ ƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞƉůĂĐŝŶŐŽĨŽƌĚĞƌƐ͕ĂƌƌĂŶŐŝŶŐĨŽƌĚĞůŝǀĞƌǇĂŶĚͬŽƌƐĞƌǀŝĐĞƐ͕ĂŶĚŵĂŬŝŶŐƉĂǇŵĞŶƚƐƚŽƚŚĞ ŽŶƚƌĂĐƚŽƌ͘dŚĞŝƚǇŽĨĂƌůƐďĂĚĂŶĚĂƌůƐďĂĚDƵŶŝĐŝƉĂůtĂƚĞƌŝƐƚƌŝĐƚƐŚĂůůŶŽƚďĞůŝĂďůĞ͕ŽƌƌĞƐƉŽŶƐŝďůĞ͕ ĨŽƌĂŶǇŽďůŝŐĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽĨŝŶĂŶĐŝĂůƌĞƐƉŽŶƐŝďŝůŝƚǇ͕ŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƉĂƌƚŝĐŝƉĂƚŝŽŶ ďǇĂŶŽƚŚĞƌƉƵďůŝĐĂŐĞŶĐǇ͘ ϯϭ͘ hd,KZ/dz dŚĞŝŶĚŝǀŝĚƵĂůƐĞǆĞĐƵƚŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚƚŚĞŝŶƐƚƌƵŵĞŶƚƐƌĞĨĞƌĞŶĐĞĚŝŶŝƚŽŶďĞŚĂůĨŽĨŽŶƚƌĂĐƚŽƌ ĞĂĐŚƌĞƉƌĞƐĞŶƚĂŶĚǁĂƌƌĂŶƚƚŚĂƚƚŚĞǇŚĂǀĞƚŚĞůĞŐĂůƉŽǁĞƌ͕ƌŝŐŚƚĂŶĚĂĐƚƵĂůĂƵƚŚŽƌŝƚǇƚŽďŝŶĚŽŶƚƌĂĐƚŽƌ ƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ ǆĞĐƵƚĞĚďǇŽŶƚƌĂĐƚŽƌƚŚŝƐͺͺͺͺͺͺͺͺͺͺͺĚĂǇŽĨͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ͕ϮϬϮϰ͘ KĐƚŽďĞƌϮϭƐƚ Nov. 12, 2024 Item #2 Page 646 of 680 dd,DEd< W^ϮϱͲϯϱϳϯ WĂŐĞϭϭ 'ĞŶĞƌĂůŽƵŶƐĞůƉƉƌŽǀĞĚϱͬϮϮͬϮϬϮϰ y,//d ^KWK&^Zs/^E&^ WĞƌĨŽƌŵĂǀĂƌŝĞƚǇŽĨǁĂƚĞƌƌĞƐŽƵƌĐĞƐƚƵĚŝĞƐĂŶĚĞŶŐŝŶĞĞƌŝŶŐƌĞůĂƚĞĚƚĂƐŬƐĂƐŽƵƚůŝŶĞĚŝŶŝŶĚŝǀŝĚƵĂůWƌŽũĞĐƚ dĂƐŬĞƐĐƌŝƉƚŝŽŶƐΘ&ĞĞůůŽƚŵĞŶƚƐ;WdΘ&Ϳ͕ƌĞůĂƚĞĚƚŽƚŚĞĨŽůůŽǁŝŶŐ͗ ͘ƌŝĚŐĞŽƌŽƚŚĞƌĨƌŽŶƚǁĂƚĞƌƐƚƌƵĐƚƵƌĞƐĐŽƵƌĂŶĂůǇƐĞƐ͘ ͘ŽĂƐƚĂůĂŶĂůǇƐĞƐĂŶĚĚĞƐŝŐŶ͘ ͘ƌŝƚŝĐĂůŽĂƌƐĞ^ĞĚŝŵĞŶƚzŝĞůĚƌĞĂ;^zͿŶĂůǇƐŝƐ͘ ͘&/ZDƌĞǀŝƐŝŽŶƐŽƌŽƚŚĞƌ&DŵĂƉƐŽƌƐƚƵĚŝĞƐ͘ ͘,ǇĚƌŽůŽŐǇĂŶĚŚǇĚƌĂƵůŝĐƐƐƚƵĚŝĞƐ͘ &͘,ǇĚƌŽŵŽĚŝĨŝĐĂƚŝŽŶ͕ĚĞƚĞŶƚŝŽŶ͕ĂŶĚƌĞƚĞŶƚŝŽŶĂŶĂůǇƐĞƐĂŶĚĚĞƐŝŐŶ͘ '͘>Žǁ/ŵƉĂĐƚĞƐŝŐŶ;>/ͿĂŶĂůǇƐĞƐĂŶĚĚĞƐŝŐŶ͘ ,͘WůĂŶĐŚĞĐŬĂŶĚƚĞĐŚŶŝĐĂůƐƚƵĚŝĞƐƌĞǀŝĞǁĨŽƌĐŽŵƉůŝĂŶĐĞ͘ /͘^ĞĚŝŵĞŶƚƚƌĂŶƐƉŽƌƚĂŶĂůǇƐĞƐ͘ :͘^ƚŽƌŵĚƌĂŝŶƐƐǇƐƚĞŵĂƐƐĞƐƐŵĞŶƚĂŶĚĚĞƐŝŐŶ͘ <͘^ƚŽƌŵtĂƚĞƌWŽůůƵƚŝŽŶWƌĞǀĞŶƚŝŽŶWůĂŶƐ;^tWWWͿ͘ >͘^ƚŽƌŵtĂƚĞƌYƵĂůŝƚǇDĂŶĂŐĞŵĞŶƚWůĂŶƐ;^tYDWͿ͘ D͘^ĞĚŝŵĞŶƚƐƵƉƉůǇΘĚĞŵĂŶĚƉƌŽũĞĐƚŝŽŶƐ͘ E͘^ƵƉƉŽƌƚǁŝƚŚĂŵ/ŶƵŶĚĂƚŝŽŶDŽĚĞůŝŶŐ͘ ZĞƋƵĞƐƚƐĨŽƌǁŽƌŬŶŽƚůŝƐƚĞĚĂďŽǀĞŵƵƐƚďĞĐŽŶƚƌĂĐƚĞĚƵŶĚĞƌƐĞƉĂƌĂƚĞĂŐƌĞĞŵĞŶƚ͘ Nov. 12, 2024 Item #2 Page 648 of 680 Rate Schedule for Master Services Agreement for Consultants, RFQ24-3430CA 6 Attachment B – Master Services Agreement Rate Schedule Water Resource Studies and Engineering, Discipline Number 12 Key team members rates are listed out in TTablee 5 below. Prices valid through Term of Agreement. Tablee 55.. KKeyy Personnell Ratess No Name Role Hourlyy Ratee 1 Nicole Rieger, PE, QSD Contract Manager; Floodplain Analysis, Bridge Scour Analysis, Hydrology and Hydraulics Studies, Hydromodification, Detention, and Retention Analyses and Design, CCSYA Analysis, LID Analyses and Design, Water Quality, SWPPP and SWQMP Task Lead $275.00 2 Charles Greely, PE, QSD, LEED AP Design, Bridge Scour Analyses, Hydrology and Hydraulics Studies; Hydromodification Detention and Retention Analyses and Design, LID Analyses and Design; SWPPP and SWQMP Task Lead $300.00 3 Sofie Black, EIT, CFM Floodplain Analyses, Design, CCSYA Analysis, LID Analyses, SWQMP Task Lead $220.00 4 Joshua Cato, PE, CFM Floodplain Analysis, Hydrology and Hydraulics Studies, Dam Inundation Modeling Task Lead $250.00 5 Patrick Miskel, PE Coastal Analysis and Design Task Lead $260.00 6 Jennifer O’Brien, EIT Hydrology and Hydraulics Studies, Design, CCSYA Analysis, LID Analyses, SWQMP Task Lead $250.00 7 Brian Robertson, PE, QSD Plan Review, SWPPP Task Lead $260.00 8 Devin Pritchard-Peterson, PG Water Supply Management Task Lead $235.00 9 Steven Stuart, PE Urban Water Management Plan, Water Shortage Contingency Plan, Water Use Efficiency Planning and Regulatory Support, Population Projections/Supply and Demand Projects, Water Supply Management Task Lead $310.00 10 Patrick Rentz, PG, CHG Urban Water Management Plan, Water Shortage Contingency Plan, Water Use Efficiency Planning and Regulatory Support, Population Projections/Supply and Demand Projects, Water Supply Management Task Lead $265.00 11 Greg Ripperger, PE Urban Water Management Plan, Water Shortage Contingency Plan, Water Use Efficiency Planning and Regulatory Support, Population Projections/Supply and Demand Projects, Water Supply Management Task Lead $275.00 Nov. 12, 2024 Item #2 Page 649 of 680 Rate Schedule for Master Services Agreement for Consultants, RFQ24-3430CA 7 SUBCONSULTANT RATES Dudek does not anticipate the use of subconsultants and is not including any potential subconsultant rates in this proposal. ADDITIONAL STAFF Additional staff that may need to be contracted into this project have rates listed below in TTablee 6. Tablee 6.. Additionall Stafff Hourlyy Ratess No Role Hourlyy Ratee Engineeringg Servicess 1 Project Director $355.00 2 Principal Engineer lll $330.00 3 Principal Engineer II $310.00 4 Principal Engineer I $300.00 5 Program Manager $290.00 6 Senior Project Manager $285.00 7 Project Manager $275.00 8 Senior Engineer III $270.00 9 Senior Engineer II $260.00 10 Senior Engineer I $250.00 11 Project Engineer IV/Technician IV $245.00 12 Project Engineer llI/Technician III $230.00 13 Project Engineer lI/Technician II $220.00 14 Project Engineer I/Technician I $200.00 15 Senior Designer II $220.00 16 Senior Designer I $215.00 17 Designer $210.00 18 Assistant Designer $205.00 19 CADD Operator III $200.00 20 CADD Operator II $190.00 21 CADD Operator I $175.00 22 CADD Drafter $160.00 23 CADD Technician $145.00 24 Project Coordinator $175.00 25 Engineering Assistant $145.00 Nov. 12, 2024 Item #2 Page 650 of 680 Rate Schedule for Master Services Agreement for Consultants, RFQ24-3430CA 8 NNoo RRolee HHourlyy Ratee EEnvironmentall Servicess 1 Senior Project Director $360.00 2 Project Director $310.00 3 Senior Specialist V $285.00 4 Senior Specialist IV $275.00 5 Senior Specialist III $260.00 6 Senior Specialist II $245.00 7 Senior Specialist I $230.00 8 Specialist V $220.00 9 Specialist IV $205.00 10 Specialist III $195.00 11 Specialist II $185.00 12 Specialist I $175.00 13 Analyst V $160.00 14 Analyst IV $150.00 15 Analyst III $140.00 16 Analyst II $130.00 17 Analyst I $120.00 18 Technician III $105.00 19 Technician II $95.00 20 Technician I $85.00 HHydrogeology/HazWastee Servicess 1 Project Director $355.00 2 Principal Hydrogeologist/Engineer III $330.00 3 Principal Hydrogeologist/Engineer II $320.00 4 Principal Hydrogeologist/Engineer I $310.00 5 Senior Hydrogeologist V/Engineer V $285.00 6 Senior Hydrogeologist IV/Engineer IV $275.00 7 Senior Hydrogeologist III/Engineer III $265.00 8 Senior Hydrogeologist II/Engineer II $255.00 9 Senior Hydrogeologist I/Engineer I $245.00 10 Project Hydrogeologist V/Engineer V $235.00 11 Project Hydrogeologist IV/Engineer IV $225.00 12 Project Hydrogeologist III/Engineer III $215.00 Nov. 12, 2024 Item #2 Page 651 of 680 Rate Schedule for Master Services Agreement for Consultants, RFQ24-3430CA 9 NNoo RRolee HHourlyy Ratee 13 Project Hydrogeologist II/Engineer II $205.00 14 Project Hydrogeologist I/Engineer I $195.00 15 Hydrogeologist/Engineering Assistant $160.00 16 HazMat Field Technician $145.00 EXPENSES Additional expenses that might accrue over the course of the project are outlined in TTablee 7 below. Tablee 77.. EExpensess Staff No Description Cost %% Markupp 1 Mileage $00.67 per mile 0% Nov. 12, 2024 Item #2 Page 652 of 680 ATTACHMENT L PSA25-3572CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 654 of 680 ATTACHMENT L PSA25-3572CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 655 of 680 ATTACHMENT L PSA25-3572CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 656 of 680 ATTACHMENT L PSA25-3572CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 657 of 680 ATTACHMENT L PSA25-3572CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Matthew Moore, PE, ENV, SP, QSD/P, ToR Title Senior Contract Administrator Title Project Manager Dept Public Works Address 15092 Avenue of Science CARLSBAD MUNICIPAL WATER DISTRICT Suite 200, San Diego, CA 92128 Address 1635 Faraday Avenue Phone 858.385.0500 M: 760.607.9582 Carlsbad, CA 92008 Email matthew.moore@nv5.com 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. Nov. 12, 2024 Item #2 Page 658 of 680 ATTACHMENT L PSA25-3572CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. Nov. 12, 2024 Item #2 Page 659 of 680 ATTACHMENT L PSA25-3572CA Page 8 General Counsel Approved 5/22/2024 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Nov. 12, 2024 Item #2 Page 660 of 680 ATTACHMENT L PSA25-3572CA Page 9 General Counsel Approved 5/22/2024 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. Executed by Contractor this___________ day of _______________________, 2024. Nov. 12, 2024 Item #2 Page 661 of 680 ATTACHMENT L PSA25-3572CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of water resource studies and engineering related tasks as outlined in individual Project Task Descriptions & Fee Allotments (PTD&FA), related to the following: A. Bridge or other front water structure scour analyses. B. Coastal analyses and design. C. Critical Coarse Sediment Yield Area (CCSYA) Analysis. D. FIRM revisions or other FEMA maps or studies. E. Hydrology and hydraulics studies. F. Hydromodification, detention, and retention analyses and design. G. Low Impact Design (LID) analyses and design. H. Plan check and technical studies review for compliance. I. Sediment transport analyses. J. Storm drains system assessment and design. K. Storm Water Pollution Prevention Plans (SWPPP). L. Storm Water Quality Management Plans (SWQMP). M. Sediment supply & demand projections. N. Support with Dam Inundation Modeling. Requests for work not listed above must be contracted under separate agreement. Nov. 12, 2024 Item #2 Page 663 of 680 FEE PROPOSAL Technical Services Engineering Aide/Planning Aide __________________________________________________________ $92.00/hour Project Assistant _____________________________________________________________________ $110.00/hour Project Administrator _________________________________________________________________ $112.00/hour CADD Technician I ____________________________________________________________________ $115.00/hour CADD Technician II ___________________________________________________________________ $142.00/hour CADD Technician III ___________________________________________________________________ $150.00/hour Sr. CADD Technician/Designer _________________________________________________________ $158.00/hour Design Supervisor ____________________________________________________________________ $174.00/hour GIS Technician I______________________________________________________________________ $115.00/hour GIS Technician II _____________________________________________________________________ $145.00/hour GIS Analyst __________________________________________________________________________ $163.00/hour Senior GIS Analyst ____________________________________________________________________ $193.00/hour Field Survey 1-Person Survey Crew (GPS) (Robotic) ___________________________________________________ $173.00/hour 1-Person Survey Crew _________________________________________________________________ $159.00/hour 2-Person Survey Crew _________________________________________________________________ $257.00/hour 3-Person Survey Crew _________________________________________________________________ $334.00/hour 1-Person Survey Crew (GPS) (Robotic)* __________________________________________________ $198.00/hour 1-Person Survey Crew*________________________________________________________________ $184.00/hour 2-Person Survey Crew*________________________________________________________________ $330.00/hour 3-Person Survey Crew*________________________________________________________________ $445.00/hour * Field rates are based on “Prevailing Wage” as determination by the Department of Industrial Relations (DIR). Geospatial Services Technician ___________________________________________________________________________ $88.00/hour Technical Specialist __________________________________________________________________ $114.00/hour Technical Expert _____________________________________________________________________ $179.00/hour Pilot _______________________________________________________________________________ $130.00/hour Associate Team Leader _______________________________________________________________ $130.00/hour Field Manager _______________________________________________________________________ $168.00/hour Project Manager _____________________________________________________________________ $146.00/hour Account Manager ____________________________________________________________________ $270.00/hour Director ____________________________________________________________________________ $249.00/hour Professional Intern _______________________________________________________________________________ $78.00/hour Junior Engineer / Planner / Scientist / Surveyor ___________________________________________ $125.00/hour Assistant Engineer / Planner / Scientist / Surveyor _________________________________________ $148.00/hour Associate Engineer / Planner / Scientist / Surveyor ________________________________________ $170.00/hour Senior Engineer / Planner / Scientist / Surveyor ___________________________________________ $197.00/hour Senior Bridge Engineer ________________________________________________________________ $205.00/hour Project Manager _____________________________________________________________________ $224.00/hour Senior Project Manager _______________________________________________________________ $235.00/hour Principal Engineer ____________________________________________________________________ $268.00/hour Principal ____________________________________________________________________________ $305.00/hour EXPENSES Plotting and In-House Reproduction ________________________________________________________ 1.10 x Cost Subsistence ____________________________________________________________________________ 1.10 x Cost Other Expenses - Including Subconsultants & Purchased Services through Subcontracts _____________ 1.10 x Cost GIS Web Hosting ________________________________________________________________________ 1.10 x Cost Mileage - Outside Local Area ____________________________________________________ Per Accepted IRS Rate 2024-2027 Fee Schedule &LW\RI&DUOVEDG_0DVWHU6HUYLFHV$JUHHPHQWIRU&DWHJRU\:DWHU5HVRXUFHV6WXGLHVDQG(QJLQHHULQJ 19_2 Nov. 12, 2024 Item #2 Page 664 of 680 FEE PROPOSAL 2024-2027 Fee Schedule Professional: $180/hour 2024-2027 Fee Schedule Project Manager 3 (Scott Lyle): $308/hour SUBCONSULTANTS &LW\RI&DUOVEDG_0DVWHU6HUYLFHV$JUHHPHQWIRU&DWHJRU\:DWHU5HVRXUFHV6WXGLHVDQG(QJLQHHULQJ 19_3 Nov. 12, 2024 Item #2 Page 665 of 680 ATTACHMENT M PSA25-3573CA Page 2 General Counsel Approved 5/22/2024 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (“General Manager”). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. If the City or CMWD elect to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City or CMWD may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U) , as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City or CMWD opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City or CMWD must be documented in an amendment to the Agreement. 6. 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 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 said specified prevailing rates of wages to all such workers employed by him or her 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. Nov. 12, 2024 Item #2 Page 667 of 680 ATTACHMENT M PSA25-3573CA Page 3 General Counsel Approved 5/22/2024 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 the contractor of any other requirements as may be specified in the contract documents. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the CMWD 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. Nov. 12, 2024 Item #2 Page 668 of 680 ATTACHMENT M PSA25-3573CA Page 4 General Counsel Approved 5/22/2024 10. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 11. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein 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 Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, 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, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of 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 Nov. 12, 2024 Item #2 Page 669 of 680 ATTACHMENT M PSA25-3573CA Page 5 General Counsel Approved 5/22/2024 under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD’s satisfaction, a declaration stating this. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to CMWD. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD Nov. 12, 2024 Item #2 Page 670 of 680 ATTACHMENT M PSA25-3573CA Page 6 General Counsel Approved 5/22/2024 may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 13.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 17. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Eleida Felix Yackel Name Adam Hoch Title Senior Contract Administrator Title President Dept Public Works Address 804 Pier View Way CARLSBAD MUNICIPAL WATER DISTRICT Ste.100 Address 1635 Faraday Avenue Phone 858-431-9767 Carlsbad, CA 92008 Email ahoch@hochconsulting.com 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. Nov. 12, 2024 Item #2 Page 671 of 680 ATTACHMENT M PSA25-3573CA Page 7 General Counsel Approved 5/22/2024 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ______________ (___) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. Nov. 12, 2024 Item #2 Page 672 of 680 ATTACHMENT M PSA25-3573CA Page 8 General Counsel Approved 5/22/2024 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the CMWD and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Nov. 12, 2024 Item #2 Page 673 of 680 ATTACHMENT M PSA25-3573CA Page 9 General Counsel Approved 5/22/2024 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. Executed by Contractor this___________ day of _______________________, 2024. Nov. 12, 2024 Item #2 Page 674 of 680 ATTACHMENT M PSA25-3573CA Page 11 General Counsel Approved 5/22/2024 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of water and recycled water planning services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Population projection. B. Regulatory compliance. C. Urban water management plan. D. Water shortage contingency plan. E. Water use efficiency planning and regulatory support. Requests for work not listed above must be contracted under separate agreement. 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Rick Engineering and Development Co. $900,000 City Civil Engineering (General) Wood Rodgers, Inc. $500,000 City Corrosion Engineering RF Yeager Engineering, Inc. $200,000 City Corrosion Engineering RF Yeager Engineering, Inc. $500,000 CMWD Electrical Engineering BSE Engineering, Inc. $500,000 City Electrical Engineering BSE Engineering, Inc. $500,000 CMWD Electrical Engineering Enterprise Engineering, Inc. $500,000 City Electrical Engineering Enterprise Engineering. Inc. $500,000 CMWD Electrical Engineering IDS Group, Inc. $500,000 City Environmental Planning/Studies Dudek $500,000 City Environmental Planning/Studies Environmental Science Associates $500,000 City Environmental Planning/Studies Environmental Science Associates $500,000 CMWD Environmental Planning/Studies HELIX Environmental Planning, Inc. $500,000 City Environmental Planning/Studies HELIX Environmental Planning, Inc. $500,000 CMWD Environmental Planning/Studies LSA Associates, Inc. $500,000 City Financial Services Carollo Engineers, Inc. $300,000 City Financial Services Carollo Engineers, Inc. $300,000 CMWD Financial Services Hoch Consulting, APC $300,000 City Financial Services Hoch Consulting, APC $300,000 CMWD Storm Water Treatment Control Best Management Practices (TCBMP) Inspection ENGEO, Incorporated $500,000 City Storm Water Treatment Control Best Management Practices (TCBMP) Inspection Mikhail Ogawa Engineering, Inc. $500,000 City Traffic Engineering Chen Ryan Associates, Inc. dba CR Associates $500,000 City Traffic Engineering Dokken Engineering $500,000 City Traffic Engineering Michael Baker International, Inc. $500,000 City Traffic Engineering Glenn A. Rick Engineering and Development Co. $500,000 City Traffic Engineering STC Traffic, Inc. $500,000 City Nov. 12, 2024 Item #2 Page 679 of 680 EXHIBIT 4 Selected Firms by Discipline Discipline Firm Name Amount Agency Transportation Planning Chen Ryan Associates, Inc. dba CR Associates $500,000 City Transportation Planning Fehr & Peers $500,000 City Transportation Planning Kimley-Horn and Associates, Inc. $500,000 City Transportation Planning Michael Baker International, Inc. $500,000 City Utility Locating/ Potholing Underground Solutions, Inc. $400,000 City Utility Locating/ Potholing Underground Solutions, Inc. $400,000 CMWD Water Resources Studies and Engineering Dudek $300,000 CMWD Water Resources Studies and Engineering HDR Engineering, Inc. $500,000 City Water Resources Studies and Engineering NV5, Inc. $500,000 City Water Resources Studies and Engineering NV5, Inc. $300,000 CMWD Water Resources Studies and Engineering R.E.C. Consultants, Inc. $500,000 City Water Resources Studies and Engineering Glenn A. Rick Engineering and Development Co. $700,000 City Water Resources Studies and Engineering Tory R. Walker Engineering, Inc. $700,000 City Water and Recycled Water Planning Hoch Consulting, APC $300,000 CMWD Nov. 12, 2024 Item #2 Page 680 of 680