HomeMy WebLinkAbout2025-06-24; Municipal Water District; Resolution 1775Exhibit 2
RESOLUTION NO. 1775
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT OF THE CITY OF CARLSBAD, CALIFORNIA,
APPROVING 25 MASTER AGREEMENTS WITH CONSULTING FIRMS TO
PROVIDE PROFESSIONAL SERVICES FOR AN AMOUNT NOT TO EXCEED
$15,100,000
WHEREAS, the Carlsbad Municipal Water District Board of Directors, or CMWD 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 Carlsbad Municipal Code Section 3.28.060; and
WHEREAS, following a thorough evaluation and ranking of the statements of qualifications
using a weighted scoring system, staff recommend awarding agreements to the firms determined to
be most qualified and capable of providing the best value to the CMWD; and
WHEREAS, these recommendations apply to three disciplines, horizontal construction
management and inspection, materials testing, and vertical construction management and inspection,
for the term of Aug. 18, 2025, through Aug. 17, 2028, and to all other disciplines for the term of July 1,
2025, through June 30, 2028; and
WHEREAS, each agreement will have an initial term of three years, with the option of up to two
additional one-year extensions, or portions thereof, at the discretion of the Executive Manager; and
WHEREAS, the recommended firms are:
1.Geotechnical services, Twining, Inc. (Attachment A)
2.Geotechnical services, Ninyo & Moore Geotechnical & Environmental Sciences Consultants
(Attachment B)
3.Horizontal construction management and inspection, Arcadis U.S., Inc. (Attachment C)
4.Horizontal construction management and inspection, CPM Partners, Inc. (Attachment D)
5.Horizontal construction management and inspection, Kleinfelder Construction Services, Inc.
(Attachment E)
6.Horizontal construction management and inspection, Valley CM, Inc. dba Valley Construction
Management (Attachment F)
7.Materials testing, Atlas Technical Consultants, LLC (Attachment G)
8.Materials testing, Ninyo & Moore Geotechnical & Environmental Sciences Consultants
(Attachment H)
9.Materials testing, NV5, Inc. (Attachment I)
10.Materials testing, Verdantas, Inc. (Attachment J)
11.Surveying, Right-of-Way Engineering Services, Inc. (Attachment K)
12.Surveying, O'Day Consultants, Inc (Attachment L)
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13.Utilities hydraulic modeling, Burns & McDonnell Western Enterprises, Inc. (Attachment M)
14.Utilities hydraulic modeling, Kennedy/Jenks Consultants, Inc. (Attachment N)
15.Utility locating/potholing, AirX Utility Surveyors, Inc. (Attachment O)
16.Utility locating/potholing, GUIDA (Attachment P)
17.Vertical construction management and inspection, CPM Partners, Inc. (Attachment Q)
18.Vertical construction management and inspection, New City Consulting, Inc. (Attachment R)
19.Vertical construction management and inspection, Schneider CM, Inc. (Attachment S)
20.Vertical construction management and inspection, WSP USA, Inc. (Attachment T)
21.Water and recycled water planning, Eagle Aerial Photography, Inc. dba Eagle Aerial Solutions
(Attachment U)
22.Water and recycled water engineering, Carollo Engineers, Inc. (Attachment V)
23.Water and recycled water engineering, Dudek (Attachment W)
24.Water and recycled water engineering, Water Systems Consulting, Inc. (Attachment X)
25.Water/wastewater asset management, HDR Engineering, Inc. (Attachment Y)
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 CMWD Board has determined that the proposed action is not a project as
defined by California Environmental Quality Act (CEQA) under California Public
Resources Code Section 21065 and CEQA Guidelines Section 15378(a) and does not
require environmental review under CEQA Guidelines Section 15060(c)(2) because the
action is limited to the execution of master agreements with consulting firms for
professional services. The action has no potential to cause either a direct physical
change in the environment or a reasonably foreseeable indirect physical change in the
environment.
3.That the attached 25 master agreements (Attachments A through Y) are approved in a
total amount not to exceed $15,100,000.
4.That the President is authorized and directed to execute the attached 25 master
agreements on behalf of the CMWD Board.
5.That the Executive Manager, or designee, is authorized to sign, on behalf of the CMWD,
future project task descriptions and fee allotments issued under these master
agreements.
6.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.
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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 24th day of June, 2025, by
the following vote, to wit:
AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
NAYS: None.
ABSTAIN: None.
ABSENT: None.
______________________________________
KEITH BLACKBURN, President
______________________________________
SHERRY FREISINGER, Secretary
(SEAL)
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MASTER AGREEMENT FOR GEOTECHNICAL SERVICES
TWINING, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and Twining, Inc., a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
geotechnical services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to geotechnical.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give
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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”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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.
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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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
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Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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.
June 24, 2025 Item #6 Page 730 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
PSA25-3744CA
9
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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
June 24, 2025 Item #6 Page 731 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
PSA25-3744CA
10
CONTRACTOR
TWINING, INC., a California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
Paul Soltis, Vice President,
Geotechnical Operations
(print name/title)ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
By:By:
Keith Blackburn, President
June 24, 2025 Item #6 Page 732 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
PSA25-3744CA
11
EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to geotechnical services, as outlined in the individual Project Task
Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Geotechnical Investigations.
B. Hazardous Material Evaluations.
C. Materials Testing.
D. Groundwater Monitoring Well Installations.
Requests for work not listed above must be contracted under separate agreement.
June 24, 2025 Item #6 Page 733 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
STAFF
NAME TITLE HOURLY RATE
1.
2.
3.
4.
5.
9.
10.
SUB-CONSULTANTS
NAME/FIRM TITLE HOURLY RATE
1.
2.
3.
9.
10.
EXPENSES
DESCRIPTION COST % MARKUP
1.
2.
3.
4.
ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE
Prices valid through Term of Agreement
PSA25-3744CA
12June 24, 2025 Item #6 Page 734 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
Schedule of Fees 2024-2027
NOTE: Fee schedule presented will remain firm for the three (3) year term of the Master Services Agreement
Personnel Rates: Per Hour Unless Otherwise Noted
Equipment Usage (Daily Unless Otherwise Noted),
Engineering And Consulting Personnel Rate Continued RateSenior Principal Advisor/Consultant 185.00$ Torque Multiplier 48.00$
Principal Engineer/Geologist 185.00$ Air Meter 37.00$
Registered Geotechnical Engineer 185.00$ Unit Weight Bucket 28.00$
Technical Advisor 170.00$ Field Concrete Scale 37.00$
Material Scientist, Welding/NDT Consultant 170.00$ 2" x 2" x 2" Mold 26.00$
Registered Geologist/Certified Engineering Geologist 155.00$ Nuclear Gauge (Per Hour)13.00$
Senior Engineer/Geologist 145.00$ Sand Cone Density Test Equipment 60.00$
Registered Civil Engineer 170.00$ Pull Test Equipment 74.00$
Project Engineer/Manager 170.00$ Concrete/Asphalt Coring Equipment 720.00$
Senior Staff Engineer/Geologist 145.00$ Floor Flatness (Dipstick)63.00$
Staff Engineer/Geologist 145.00$ Schmidt Hammer 48.00$
Field Supervisor 170.00$ Vapor Emission Test Kits 58.00$
Relative Humidity Probe 90.00$
UPV (Ultrasonic Pulse Velocity) Meter 420.00$
Field Inspection Personnel Rate Fireproofing Adhesion/Cohesion (Per Test)42.00$
Concrete/Reinforced Steel Inspector 125.00$ A Scan Ultrasonic Equipment And Consumables 100.00$
Prestressed/Post Tensioned Inspector 125.00$ Magnetic Particle Equipment And Consumables 53.00$
Concrete ICC Inspector 125.00$ Liquid Penetrant Consumables 48.00$
Drilled-In-Anchor Inspector 125.00$ Phased Array Ultrasonic Equipment (Per Hour)105.00$
Gunite/Shotcrete Inspector 125.00$ Ground Penetrating Radar 399.00$
Masonry Inspector 125.00$ Impact Echo 405.00$
Structural Steel/Welding Inspector 125.00$ Ultrasonic Tomography 525.00$
AWS Certified Welding Inspector 125.00$ Inertial Profiler (Per Hour)Quotation
Fireproofing Inspector 125.00$ Borescope 315.00$
Lead Inspector 125.00$ Infrared Camera 105.00$
Firestop Special Inspector - IFC Premier 140.00$ Project Dedicated Vehicle 189.00$
Firestop Special Inspector - IQP 140.00$ Roller Compacted Concrete Vibrating Hammer/Tamping Plate 84.00$
Asphalt Field and Plant Inspector/Technician 125.00$ Half-Cell Potential Equipment Set 405.00$
Pile Driving Inspector 125.00$ Concrete Electrical Resistivity Meter 189.00$
Soils Technician 125.00$ Field Hardness (Steel)116.00$
Concrete Quality Control (ACI/Caltrans Technician)125.00$ Coating Thickness Gauge 166.00$
Wood Framing Inspector 125.00$ Curing Box (Not Temperature Controlled, One-Time Fee/788.00$
Public Works Inspector 125.00$ Per Box)
Field Engineering Technician 125.00$ Temperature Control Curing Box (Per Month)525.00$
Temperature Matching Curing Box (Per Month)599.00$
Shop Inspection Personnel RateStructural Steel Fabrication Inspector 125.00$ Specimen Pick-Up RateBatch Plant Quality Control Technician/Inspector 125.00$ Soil/Aggregate Sample (Each)10.00$
Glue-Laminated Fabrication Inspector Quotation Standard Sample: Concrete Cylinders (Each)10.00$
Pre-Cast Concrete/Pipe Fabrication Inspector 125.00$ Standard Sample: Mortar/Grout Cubes And Cores, 10.00$
Fireproofing, Rebar, And Epoxy Prisms (Each)
Oversize Sample: Masonry Prisms And Shotcrete Panels (Each)94.00$
Nondestructive Testing Personnel Rate Oversize Sample: Flexural Beams (Each)94.00$
NDE Ultrasonic Testing Technician 130.00$ Technician For Specimen Pick-Up Not Listed Above 160.00$
NDE Magnetic Particle Testing Technician 130.00$ (Per Hour, 2-Hour Minimum)
NDE Dye Penetrant Testing Technician 130.00$ Technician For Specimen Pick-Up Before 5:00 a.m. 220.00$
Combination NDE Technician/Welding Inspector 130.00$ Or After 5:00 p.m. Monday Thru Friday, Or All Day Saturday
Radiographic Testing (Crew Of 2)Quotation (Per Hour, 2-Hour Minimum Plus Mileage)
NDE Engineer 255.00$
Jobsite Trailer, Mobile Or On-site Laboratory RateEquipment Usage (Daily Unless Otherwise Noted)Rate Portable Or Mobile Laboratory Unit Quotation
Skidmore 51.00$ Jobsite Trailer, Conex, Or Equipment Storage Box Quotation
Torque Wrench, Small 21.00$
Torque Wrench, Large 32.00$
Concrete Tests (Field Made Specimens)Rate6" x 12" Cylinder Compression Strength (ASTM C39)38.00$
4" x 8" Cylinder Compression Strength (ASTM C39)38.00$
Concrete Specimen Preparation Rate Density Of Structural Lightweight Concrete Equilibrium 107.00$
Sawing Of Specimens (Each)54.00$ Oven Dry Method (ASTM C567)
Coring Of Specimens In Lab (Each)54.00$ Core Compression Including Trimming (ASTM C42)97.00$
Grinding Of Concrete Below 6000 psi Strength (Each)97.00$ 6" x 6" x 18" Flexural Beams Not Exceeding Referenced 134.00$
Grinding Of Concrete 6000 psi Strength And Above (Each)118.00$ Size (ASTM C78, C293 or CTM 523)
Splitting Tensile Strength (ASTM C496)134.00$
Laboratory Trial Batch: Concrete, Cement Modulus Of Elasticity Test (ASTM C469)348.00$
And Mortar Rate Rapid Chloride Permeability Test: Cylinders Or Cores 610.00$
Compression Test 4" x 8" Cylinders Made And Tested In 63.00$ (ASTM C1202)
Laboratory (ASTM C192, C35)Density, Absorption, And Voids In Hardened Concrete 610.00$
Compression Test 6" x 12" Cylinders Made And Tested In 73.00$ (ASTM C642)
Laboratory (ASTM C192, C35)Flexural Toughness (ASTM C1609, Formerly ASTM C1018)963.00$
6" x 6" x 18" Flexural Beams Made And Tested in Laboratory 150.00$ Double Punch Strength Of Fiber Reinforced Concrete 642.00$
(ASTM C192, C78)Coefficient Of Thermal Expansion Of Concrete 696.00$
Splitting Tensile Strength Cylinders Made And Tested In 150.00$ (CRD 39, AASHTO T336)
Laboratory (ASTM C192, C496)Bulk Electrical Resistivity (One Age Of Testing, ASTM C1876)172.00$
Modulus of Elasticity Test Cylinders Made And Tested In 364.00$ Flexural Tensile Strength Of Metallic Fiber Reinforced Concrete 1,070.00$
Laboratory (ASTM C192, C469)Beam (EN 14651)
Density Of Structural Lightweight Concrete Made In 124.00$
Laboratory, Equilibrium or Oven Dry Method (ASTM C567)
Bulk Electrical Resistivity (ASTM C1876)188.00$
Laboratory Trial Batch (ASTM C192/Lab Procedure Performance) 589.00$ Qualification Of Cements Rate
Concrete Mixture Design For Preconstruction Evaluation And 343.00$ Chemical Analysis Of Portland Cement Per Standard 803.00$
Backup Data Development Requirements (ASTM C150)
30237
30201
30219
95322
95323
20103
10115
10501
10207
20101
10201
10203
10026
20211
95321
Task
30203
10401
30227
30225
70103
10309
20203
20201
95360
50003
Code
Task
70101
10107
20109
10500
10122
10403
10325
10328
20205
20207
Task
Task Code
Code
10409
10020
Task
Code
20104
20202
20151
20157
20159
Task
Code
10103
10105
Task
Code
95357
Task
95364
Code
95367
10101
95349
95372
Task
Code
70107
70000
10010
10011
95342
10301
95339
95341
10003
10009
95351
95330
95319
95324
10013
95315
10305
10001
95333
95348
95336
10113
10109
95347
95345
20100
10007
95306
95369
20102
10117
10005
95307
95343
95352
95362
95300
95303
10111
95374
70003
80100
Task
Code
95356
95368
20107
75001
95370
95371
95373
10405
Code
80006
40012
95312
95318
95309
80013
30216
30217
20209
40005
20160
Task
80003
30223
Code
Task
Code
40006
40009
PSA25-3744CA
13June 24, 2025 Item #6 Page 735 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
Drying Shrinkage Up To 28 Days, Three 3" x 3" Or 4" x 4" Bars,557.00$ Physical Testing Of Portland Cement Per Standard 803.00$
Five Readings Up To 28 Dry Days (ASTM C157)Requirements (ASTM C150)
Additional Reading, Per Set Of Three Bars 65.00$ Physical Testing Of Type K Cement, Mortar Expansion 803.00$
Storage Over Ninety (90) Days, Per Set Of 54.00$ (ASTM C806)
Three Bars, Per Month Physical Testing And Chemical Analysis Of Portland Cement 1,498.00$
Setting Time Up To 7 Hours (ASTM C403)214.00$ Per Standard Requirements (ASTM C150)
Bleeding (ASTM C232)193.00$ Partial Analysis Or Specific Physical Tests Quotation
Concrete Restrained Expansion (ASTM C878)749.00$ Sulfates Resistance Of Hydraulic Cement (ASTM C1012),3,210.00$
Mix, Make and Test Mortar or Grout Specimens for Compressive 642.00$ 6 Months
Strength: Set of 6 (ASTM C878)Sulfates Resistance Of Hydraulic Cement (ASTM C1012),3,531.00$
Non-Shrink Grout: Height Change After Final Set (ASTM C1090) 642.00$ 12 months
Non-Shrink Grout: Height Change At Early Age (ASTM C827)910.00$ Type 1L Cement (ASTM C595; Excludes Special Properties)1,498.00$
Cracking Resistance, Set Of Three Rings, Laboratory Trial 6,634.00$ Clinker Microscopy, Per Sample 910.00$
Batching, Test Until Cracking Or Up To 28 Days (ASTM 1581)
Evaluation Of Pre-Packaged Masonry Mortars (ASTM C270)1,391.00$
Creep (ASTM C512) (One Age Of Loading, 12 Months 9,095.00$ Physical Testing Of Chemical Admixtures For
Duration Of Testing)Concrete Rate
Laboratory Development of Strength-Maturity Curve Without 3,424.00$ Qualification Of Admixture (ASTM C494)Quotation
Establishing Datum Temperature (Up To 5 Testing Ages,
ASTM C1074)
Laboratory Development Of Strength-Maturity Curve With 5,664.00$ Evaluation Of Pozzolans And Slag Cement RateEstablishing Datum Temperature (Up to 5 Testing Ages, Chemical Analysis Of Fly Ash Per Standard Requirements 803.00$
ASTM C1074)(ASTM C618)
Physical Testing Of Fly Ash Per Standard Requirements 803.00$
(ASTM C618)
Evaluation of Mixing Water for Concrete Rate Partial Analysis Or Specific Physical Tests Quotation
Evaluation of Mixing Water For Concrete Per The Requirements 1,070.00$ Chemical Analysis And Physical Testing Of Fly Ash Per 1,498.00$
Of ASTM C1602, Table 1 (Physical Properties Of Mortar), Per Standard Requirements (ASTM C1618)
Sample Qualification Of Silica Fume Per Standard Requirements 1,498.00$
Evaluation Of Mixing Water For Concrete Per The Requirements 1,284.00$ (ASTM C1240)
Of Caltrans, Section 90, Per Sample Qualification Of Slag Cement Per Standard Requirements 1,498.00$
(ASTM C989)
Concrete - Chemical Analysis, Transport Properties,Effectiveness Of Pozzolans & Slag Cement In Mitigating 1,498.00$
Service Life Modeling, Petrographic Examination Rate Expansion Due To ASR (ASTM C441)
Acid-Soluble Chloride Analysis (ASTM C1152)134.00$
Includes Sample Prep)
Water-Soluble Chloride Analysis (ASTM C1218)161.00$ Mass Concrete - Engineering And Testing Services Rate
(Includes Sample Prep)Thermal Control Plan (Without Cooling Pipes) Per A Unique 9,000.00$
Chloride Diffusion Coefficient Of Cementitious Mixtures By 2,996.00$ Type Of Placement Of Similar Group Of Placements, Each Plan
Bulk Diffusion (ASTM C1556)Thermal Control Plan (With Cooling Pipes), Per A Unique 10,500.00$
Bulk Resistivity (ASTM C1876) And Formation Factor 696.00$ Type Of Placement Of Similar Group Of Placements, Each Plan
Chloride Binding Isotherm 910.00$ Performance Based Maximum Temperature Difference 6,000.00$
Analytical And Experimental (ASTM C1556) Modeling Of Service 8,560.00$ Laboratory & Analytical Studies, One Concrete Mixture Design
Life Of Concrete Per Life-365 Model, Per Mixture Design
Analytical And Experimental (NordTest) Modeling Of Service 8,560.00$ Rock And Concrete Aggregates - PetrographicLife Of Concrete Per FIB Model Code 34, Per Mixture Design Examination & Special USACE & CRD Tests RateNon-Steady State Chloride Migration Coefficient, NordTest 492 669.00$ Rock Type Description, Per Sample (Rock Core Or Rock 1,000.00$
Petrographic Examination Of Hardened Concrete, Level I 1,750.00$ Chunk)
(ASTM C856) (Excludes Thin Section), Per Sample Rock Type Description + XRD Including Clay Analysis,1,500.00$
Petrographic Examination Of Hardened Concrete, Level II 2,250.00$ Per Sample
(ASTM C856) Includes Thin Section, Per Sample Natural Aggregates - Petrographic Examination (Gravel And 2,750.00$
Petrographic Examination Of Hardened Concrete, Level III 3,500.00$ Natural Sand Consisting Of Single Rock Type ASTM C295)
(ASTM C856/C1723) (Thin Section And SEM/EDX), Per Sample Each, One Sample
W/CM Determination (NordTest Build 361)1,338.00$ Crushed Aggregates - Petrographic Examination (Crushed 2,750.00$
Examination Of Volumetric Proportions Of Hardened Concrete 535.00$ Rock And Manufactured Sand Consisting Of Single Rock Type
(ASTM C457), Per Sample ASTM C295), Each, One Sample
Air Void Analysis Of Hardened Concrete (ASTM C457),750.00$ Coarse Aggregate Certification For Deleterious Materials Per 6,500.00$
Per Sample Specifications Of USACE, Materials Coarser Than 0.75-Inch
Electron Microscopy (ASTM C1723)803.00$ Each, One Sample, 200 lb.
Paste Carbonation Analysis, Per Sample 268.00$ Coarse Aggregate Certification For Deleterious Materials Per 5,500.00$
Insoluble Residue Analysis (ASTM C1324)Quotation Specifications Of USACE, 0.75-Inch And Finer Material, Each,
Alkali-Silica - Damage Rating Index (DRI), Per Sample 1,338.00$ One Sample, 25 lb.
Fine Aggregate Certification For Deleterious Materials Per 2,750.00$
Specifications Of USACE, Each, One Sample
Aggregate, Scratch Hardness (CRD-C 130), Each, One Sample, 500.00$
Soils And Aggregate Tests, Continued Rate 25 lb.
Collapse Potential/Index (ASTM D5333)232.00$
Compressive Strength Of Molded Soil-Cement Cylinders 109.00$
(ASTM D1633)Soils And Aggregate Tests Rate
Consolidation Test Full Cycle (ASTM 2435, CTM 219)205.00$ Abrasion: LA Rattler (ASTM C131)206.00$
Consolidation Test Time Rate Per Load Increment 47.00$ Abrasion: LA Rattler (ASTM C535)217.00$
(ASTM D2435, CTM 219)Atterberg Limits/Plasticity Index (ASTM D4318, CTM 204)165.00$
Corrosivity Series Sulfate, CI, pH, Resistivity (CTM 643,253.00$ California Bearing Ratio Excluding Maximum Density 598.00$
417, and 422)(ASTM D1883) Soil
Crushed/Fractured Particles (ASTM D5821, CTM 205)180.00$ California Bearing Ratio Excluding Maximum Density 670.00$
Direct Shear Test Remolded And/Or Residual (ASTM D3080)255.00$ (ASTM D1883) Cement-Treated Soil
Direct Shear Test Undisturbed - Slow [CD] (ASTM D3080)230.00$ Cement-Treated Soil/Base Mix Design: Includes Three Trial 3,605.00$
Direct Shear Test Undisturbed - Fast [CU] (ASTM D3080)200.00$ Cement Contents With Three Unconfined Compressive
Durability Index Per Method - A,B,C, or D (ASTM D3744,220.00$ Strength Specimens Per Cement Content
CTM 229)Chloride And Sulfate Content (CTM 417, CTM 422)180.00$
Expansion Index (ASTM D4829, UBC 18-2)175.00$ Clay Lumps And Friable Particles (ASTM C142)210.00$
Fine Aggregate Angularity (ASTM C1252, CTM 234,200.00$ Cleanness Value 1" x #4 (CTM 227)180.00$
AASHTO T304)Cleanness Value 1.5" x .75" (CTM 227)285.00$
Flat And Elongated Particle (ASTM D4791)250.00$
Flat Or Elongated Particle (ASTM D4791)220.00$
Maximum Density Methods A/B/C (ASTM D1557,195.00$
D698, CTM 216)Asphalt Concrete Tests, Continued Rate
Maximum Density Check Point (ASTM D1557, D698)70.00$ Emulsion Residue, Evaporation (ASTM D244)175.00$
Maximum Density AASHTO C [Modified] (AASHTO T-180)200.00$ Extraction % Bitumen (ASTM D6307, CTM 382)175.00$
Maximum Index Density Vibratory Table (ASTM D4253)355.00$ Extraction % Bitumen And Gradation (ASTM D5444, D6307,240.00$
Moisture Content (ASTM D2216, CTM 226)30.00$ CTM 202, 382)
Moisture and Density Ring Sample (ASTM D2937)30.00$ Extraction % Bitumen, Correction Factor (ASTM D6307,385.00$
80204
80206
80208
80159
80240
70335
70337
30508
Code70393
70396
70309
70317
70339
70336
80198
80199
30205
30234
20265
Task
Code
70319
70311
70313
70315
30322
30503
Task
80218
80238
80224
80228
80234
80143
80146
80272
80276
80266
Task
Code
80256
80258
Task
Code
30321
70305
70304
70301
70303
30505
80260
80268
Task
30403
80270
Code80262
80263
80274
80147
80248
80254
30232
30207
30209
30230
80252
80250
Task
Code80140
80126
30229
20263
Code
30233
70325
75004
30507
70331
75024
75027
7504070333
70321
70378
Task
80123
80193
80129
80210
80212
80232
80222
80195
80106
80110
80103
80246
Code
Task
80196
80111
80149
80151
80194
30211
30231
Code
Task
70344
75028
PSA25-3744CA
14June 24, 2025 Item #6 Page 736 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
Moisture and Density Shelby Tube Sample (ASTM D2937)45.00$ CTM 382)
Moisture-Density Relations Of Soil-Cement Mixtures 285.00$ Chemical Extraction % Bitumen And Sieve Analysis 410.00$
Premixed In The Field (ASTM D558)(ASTM D2172 Method A or B, ASTM D5444)
Moisture-Density Relations Of Soil-Cement Mixtures 365.00$ Lab Tested Maximum Density Hveem, 3 Briquettes 235.00$
Mixed In The Lab (ASTM D558)(ASTM D1561, D1188, CTM 304, 308)
pH Of Soils (ASTM D4972)65.00$ Hveem Stabilometer Test, Premixed, 3 Briquettes 235.00$
Organic Content Of Soils (ASTM D2974, Method A Only)90.00$ (ASTM D1560, D1561, CTM 304, 366)
Organic Impurities (ASTM C40, CTM 213)95.00$ Lab Tested Maximum Density Marshall, 3 Briquettes 230.00$
Permeability (ASTM D5084)Quotation (ASTM D6926, D2726)
Potential Reactivity Chemical Method (ASTM C289 - 800.00$ Lab Tested Maximum Density Marshall 6'' Specimen, 235.00$
Discontinued Method)3 Briquettes (ASTM D5581, D2726)
Potential Reactivity Mortar Bar Expansion Method, 990.00$ Lab Tested Maximum Density Superpave Gyratory Compacted 90.00$
14-Day Exposure (ASTM C1260) Briquette, SSD, 1 Briquette (ASTM D6925, D2726)
Potential Reactivity Mortar Bar Expansion Method, 1,100.00$ Lab Tested Maximum Density Superpave Gyratory Compacted 100.00$
28-Day Exposure (ASTM C1260)Briquette, Paraffin, 1 Briquette (ASTM D1188, D6925)
Potential Reactivity Concrete Bar Expansion Method 2,995.00$ Maximum Theoretical Specific Gravity [RICE] (ASTM D2041,180.00$
(ASTM C1293), 12 month CTM 309)
Potential Reactivity Concrete Bar Expansion Method 3,320.00$ Marshall Stability And Flow, Cored Sample, Each 90.00$
(ASTM C1293), 24 month ASTM D6927)
Potential Reactivity of Aggregate Combination, Non-Standard 1,175.00$ Marshall Stability And Flow, Premixed, 3 Briquettes 255.00$
Method; 14-Day Exposure, Mortar (After ASTM C1567)(ASTM D6926, D6927)
Potential Reactivity Of Aggregate Combination, Non-Standard 1,230.00$ Marshall Stability And Flow, Gyratory Compacted Specimen 255.00$
Method; 28-Day Exposure, Mortar (After ASTM C1567)Pre-Mixed, 3 Briquettes (ASTM D5581, D6925)
R-Value Soil (ASTM 2844, CTM 301)454.00$ Marshall Stability And Flow 6'' Specimen, Premixed, 255.00$
R-Value Aggregate Base (ASTM D2844, CTM 301)505.00$ 3 Briquettes (ASTM D5581)
Sand Equivalent (ASTM D2419, CTM 217)129.00$ Moisture Content (CTM 370)90.00$
Sieve #200 Wash Only (ASTM D1140, CTM 202)93.00$ Wet Track Abrasion Test (ASTM D3910)185.00$
Sieve With Hydrometer 3/4" Gravel To Clay (ASTM D422,258.00$ Hveem Mix Design (Excluding Aggregate Quality Tests)6,000.00$
D7928, CTM 203)Hveem Mix Design, With RAP (Excluding Aggregate Quality 6,500.00$
Sieve With Hydrometer Sand To Clay (ASTM D422,248.00$ Tests, RAP Qualification)
D7928, CTM 203)Hveem Mix Design, With Lime (Excluding Aggregate Quality 10,000.00$
Sieve Analysis Including Wash (ASTM C136, CTM 202)155.00$ Tests)
Sieve Analysis Without Wash (ASTM C136, CTM 202)125.00$ Hveem Mix Design Caltrans Untreated Mix (Including 7,000.00$
Sieve Analysis Split Sieve (ASTM C136, CTM 202)250.00$ Aggregate Quality Tests)
Sieve Analysis Without Wash With Cobbles (ASTM C136,245.00$ Hveem Mix Design Caltrans Lime Treated Mix (Including 8,000.00$
CTM 202)Aggregate Quality Tests)
Soundness Sodium Or Magnesium Sulfate, 5 Cycles 464.00$ Marshall Mix Design (Excluding Aggregate Quality Tests)6,000.00$
(ASTM C88)Marshall Mix Design With RAP (Excluding Aggregate Quality 6,400.00$
Specific Gravity And Absorption Coarse (ASTM C127,105.00$ Tests)
CTM 206)Marshall Mix Design With Lime (Excluding Aggregate Quality 7,000.00$
Specific Gravity and Absorption Fine (ASTM C128,170.00$ Tests)
CTM 207)Open Grade Asphalt Concrete Mix Design (ASTM D7064,3,500.00$
Swell/Settlement Potential One Dimensional (ASTM D4546)155.00$ CTM 368)
Triaxial Quotation Superpave Mix Design (Excluding Aggregate Quality Tests)12,000.00$
Unconfined Compression (ASTM D2166, CTM 221)196.00$ Superpave Mix Design, With RAP (Excluding Aggregate 12,500.00$
Unit Weight Per Cubic Foot (ASTM C29, CTM 212)129.00$ Quality Tests)
Voids In Aggregate With Known Specific Gravity (ASTM C29,129.00$ Superpave Mix Design With Rubber (Excluding Aggregate 12,500.00$
CTM 212)Quality Tests)
Lightweight Particles Coarse, with Two Solutions (ASTM C123)535.00$ Superpave Mix Design With Additives (Excluding Aggregate 12,700.00$
Lightweight Particles Fine, with One Solution (ASTM C123)258.00$ Quality Tests)
Method of Test for Relative Mortar Strength of Portland 1,400.00$ Effect Of Moisture On Asphalt Paving Mixtures, Pre-Mixed 1,200.00$
Cement Concrete Sand (CT 515)(ASTM D4867, AASHTO T283)
Hamburg Wheel Track Test, 20,000 Passes, 4 Briquettes 1,300.00$
(AASHTO T324)
Asphalt Concrete Tests Rate Raveling Test Of Cold Mixed Emulsified Asphalt (ASTM D7196)225.00$
HMA Mixing And Preparation 140.00$ Marshall Stability, Wet Set, 3 Replicates (AASHTO T245)390.00$
HMA Mixing And Preparation With Aggregate Treatment 196.00$ Marshall Stability, Dry Set, 3 Replicates (AASHTO T245)330.00$
Bulk Specific Gravity Of Compacted Sample Or Core SSD 62.00$ Cold Recycled Asphalt Mix Design 2 Gradings Each, 11,600.00$
(ASTM D2726, CTM 308C)3 Emulsion Content (Caltrans LP-8)
Bulk Specific Gravity Of Compacted Sample Or Core Paraffin 88.00$
Coated (ASTM D1188 and CTM 308A)
Mortar And Stucco - Petrographic Examination Rate
Stucco, One-Coat (ASTM C856), Includes Thin Section), 2,250.00$
Concrete Block, ASTM C140 Rate Per Sample
Compression 102.00$ Stucco, Two-Coat (ASTM C856), Includes Thin Section), 2,500.00$
Absorption/Moisture Content/Oven Dry Density 102.00$ Per Sample
Linear Shrinkage (ASTM C426)295.00$ Stucco, Three-Coat (ASTM C856), Includes Thin Section), 3,000.00$
Web And Face Shell Measurements 59.00$ Per Sample
Tension Test 188.00$ Mortar (ASTM C1324, Petrographic Examination And Chemical 3,250.00$
Core Compression 97.00$ Analysis), Per Sample
Shear Test Of Masonry Cores 2 Faces 118.00$
Efflorescence Tests 91.00$
Brick Masonry Tests, ASTM C67 Rate
Modulus Of Rupture Flexural 118.00$
Masonry Prisms, ASTM C1314 Rate Compression Strength 81.00$
Compression Test, Composite Masonry Prisms Up To 8" x 16"220.00$ Absorption 5 Hour or 24 Hour 86.00$
Compression Test, Composite Masonry Prisms > 8" x 16"295.00$ Absorption (Boil) 1, 2 Or 5 Hours 118.00$
Prism Cord Modulus of Elasticity 696.00$ Initial Rate Of Absorption 75.00$
Prism Cord Modulus Of Elasticity With Transverse Strain 760.00$ Efflorescence 91.00$
(For Double-Wythe Specimen)Cores Compression 97.00$
Shear Test On Brick Cores 2 Faces 118.00$
Mortar And Grout Rate
Compression 2" x 4" Mortar Cylinders (ASTM C780)65.00$
Compression 3" x 3" x 6" Grout Prisms, Includes Trimming 49.00$ Metal and Steel Testing, Continued Rate(ASTM C1019)Hardness Test (ASTM E18)91.00$
Compression 2" Cubes (ASTM C109)65.00$ Bolt Axial Tensile Test (Up To 7/8" Diameter)75.00$
Compression Cores Includes Trimming (ASTM C42)97.00$ Bolt Wedge Tensile Test (Up To 7/8" Diameter)91.00$
Bolt Axial Tensile Test (Greater Than 7/8" Up To 1" diameter)97.00$
Bolt Wedge Tensile Test (Greater Than 7/8" Up To 1" Diameter)118.00$
Masonry Specimen Preparation Rate Bolt Axial Tensile Test (Greater Than 1" Diameter)140.00$
Cutting Of Cubes Or Prisms 81.00$ Bolt Wedge Tensile Test (Greater Than 1" Diameter)150.00$
70398
70340
70391
70342
Code
75032
20634
20347
Code
20357
20355
20346
20635
20632
20331
20343
30411
20339
Task
75052
75093
75096
75084
75095
75066
70349
70351
70353
75049
75051
70343
70347
70399
70361
70363
70360
70397
70355
75087
75075
75068
75067
75113
75115
75114
70371
70373
70365
30317
30319
Task
70369
70367
70328
70330
70341
70392
70345
75050
75048
75033
75031
20351
20353
20335
75070
20633
20630
20619
20631
70359
75042
20341
80001
75083
75039
75099
75090
75005
75094
75057
30412
Task
20323
20321
20327
75030
75036
75111
75107
75063
75106
30401
70394
75109
20329
20333
TaskCode
20301
20303
20305
75069
20307
20309
20311
20313
Task
20315
70357
Code
20807
Task
Code
80282
80286
80294
80290
Task
Code
Code
20155
Task
Code
PSA25-3744CA
15June 24, 2025 Item #6 Page 737 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
Bolt Proof Load Test (Greater Than 7/8" Up To 1" Diameter)124.00$
Fireproofing Tests Rate Bolt Proof Load Test (Greater Than 1")145.00$
Oven Dry Density (ASTM E605)97.00$ Nut Proof Load Test (Up To 7/8")81.00$
Nut Proof Load Test (Greater Than 7/8" Up To 1" Diameter)102.00$
Nut Proof Load Test (Greater Than 1")113.00$
Gunite And Shotcrete Tests RateCore Compression Including Trimming (ASTM C42)113.00$
Compression Cubes (Includes Saw Cutting)81.00$ Chemical Testing Of Metal And Steel Rate
Steel Chemical Analysis Quotation
Concrete Roof Fill: Gypsum, Vermiculite, Perlite,Weight Of Galvanized Coating (ASTM A90)97.00$
Lightweight Insulating Concrete, Etc.Rate Epoxy Coating Thickness 107.00$
Compression Test (ASTM C495 and C472)81.00$ Coating Thickness 102.00$
Air Dry Density (ASTM C472)70.00$
Oven Dry Density (ASTM C495)97.00$ Machining And Preparation Of Tensile And Bend
Sample: Carbon Steel Rate
Machinist Initial Preparation From Mock-Up, Etc. (Per Hour)156.00$
Reinforcing Steel, ASTM A615, A706 Rate Sawcut To Overall Width (Per 0.5" Thickness Or Fraction 70.00$
Tensile Test #11 Or Smaller 81.00$ Thereof)
Bend Test #11 Or Smaller 75.00$ Machine To Test Configuration Milled Specimens 102.00$
Bend Test #14 Or #18 428.00$ Machine To Test Configuration Turned Specimens (Per 0.5"182.00$
Tensile Test #14 321.00$ Thickness Or Fraction Thereof)
Tensile Test #18 418.00$ Prepare Subsize Specimens (Per 0.5" Thickness Or Fraction 124.00$
Thereof)
Reinforcing Steel - Welded Or Coupled Specimens RateTensile Test Welded/Coupled #11 And Smaller 91.00$ Charpy Impact Rate
Tensile Test Welded/Coupled #14 311.00$ Charpy Impact Ambient Temperature 113.00$
Tensile Test Welded/Coupled #18 439.00$ Charpy Impact Reduced Temperature 150.00$
Weld Macroetch 102.00$
Slippage Test - Caltrans (CTM 670)236.00$
Tensile Test Welded Hoops #11 And Smaller 182.00$ Machining Of Charpy Samples: Carbon Steel RateCutting And Milling (Per 0.5" Or Fraction Thereof) 102.00$
Final Machining To Sample Configuration 124.00$
Metal and Steel Testing Rate
Tensile Strength Up To 100K Pounds (Each)91.00$
Tensile Strength Up To 200K Pounds (Each)102.00$ Prestressing Wires And Tendons, (ASTM A416)Rate
Tensile Strength Up To 300K Pounds (Each)129.00$ Stress-Strain Analysis Wire Or Strands (Including Chart And 273.00$
Tensile Strength Up To 400K Pounds (Each)188.00$ Percent Offset)
Tensile Strength 400K To 600K Pounds (Each)428.00$ Tensile Test Only 204.00$
Tensile Strength Stress-Strain Percent Offset 268.00$ Tendons Quotation
Weld Macroetch 102.00$
Weld Fracture 54.00$
Bend Test 86.00$ Polymer Matrix Composite Materials (Fiberwrap)RateFlattening Test 86.00$ Tensile Strength – Set of 5 Specimens/Batch/Direction 1,498.00$
(ASTM D3039)
Tensile Strength – Additional Specimens (ASTM D3039)289.00$
(ASTM D3039)
Heating Chamber Time – Per 24 Hr. Period 107.00$
20615
20607
20361
Task
20371
20529
Task
20617
20708
20603
20605
20532
Task
20547
20609
Code
20601
80176
80173
Code
Task
20523
20641
20545
20611
20501
20503
20525
20701
20621
20623
Task
20703
20504
20505
Task
20365
Code
20379
Code
20757
20531
20640
Code
80170
Task
20753
20751
Task
Code
Code
Code
20780
20783
Code
20373
Code
80177
20637
20638
20639
20507
20705
20401
20707
Task
20706
20759
Code
20755
Task
Code
Task
Task
20521
PSA25-3744CA
16June 24, 2025 Item #6 Page 738 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
PSA25-3744CA
17June 24, 2025 Item #6 Page 739 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
FEE SCHEDULE
Prime Firm:Twining, Inc.
Subconsultant Firm:Gregg Drilling, LLC
Proposal Ref 124-0830
Date 12/3 /2024
* Labor rates or equipment rates to not relect any Project Labor Agreement (PLA) and/or Union fees or dues
*Surcharge to be applied to all prevailing wage/DBA/SCA projects, including mobilization/de-mobilization
Gregg Drilling rate Unit
Mud Rotary Drill Rig (Fraste FS400/GEFCO 40K) - 3 person crew
Mobilization/De-Mobilization/Daily Travel 604.55$ Hr
Drilling time / Operating rate 1,123.50$ Hr
Standby / Move / Setup / Development Time 1,123.50$ Hr
Daily Travel Crew (when rig can be left on-site)421.31$ Hr
Cancellation Fee (within 72-hrs of scheduled start)2,500.00$ EA
Mud Rotary Drill Rig (Fraste MDXL/VersaDrill) - 2 person crew
Mobilization/De-Mobilization/Daily Travel 529.65$ Hr
Drilling time / Operating rate 779.43$ Hr
Standby / Move / Setup / Development Time 779.43$ Hr
Daily Travel Crew (when rig can be left on-site)326.35$ Hr
EA
Cancellation Fee (within 72-hrs of scheduled start)2,000.00$ EA
Track-Mounted Mud Rotary Drill Rig (Fraste MDXL) - 2 person crew
Mobilization/De-Mobilization/Daily Travel 529.65$ Hr
Drilling time / Operating rate 800.00$ Hr
Standby / Move / Setup / Development Time 800.00$ Hr
Daily Travel Crew (when rig can be left on-site)326.35$ Hr
EA
Cancellation Fee (within 72-hrs of scheduled start)2,000.00$ EA
Hollow Stem Auger Drill - 2 person crew
Mobilization/De-Mobilization/Daily Travel 449.40$ Hr
Drilling time / Operating rate 589.84$ Hr
Standby / Move / Setup / Development Time 589.84$ Hr
Daily Travel Crew (when rig can be left on-site)326.35$ Hr
EA
Cancellation Fee (within 72-hrs of scheduled start)2,000.00$ EA
25-Ton CPT Rig - 2 person crew
Mobilization/De-Mobilization/Daily Travel 529.65$ Hr
Drilling time / Operating rate 674.10$ Hr
Standby / Move / Setup / Development Time 674.10$ Hr
Daily Travel Crew (when rig can be left on-site)326.35$ Hr
Shear Wave Velocity (Vs) Tests 28.00$ EA
EA
Cancellation Fee (within 72-hrs of scheduled start)2,000.00$ EA
City of Carlsbad
Master Services Agreement for Consultants Number: RFQ25-3437CA
*RATES ARE ESCLATED 3.5% EVERY JANUARY 1ST, STARTING JANUARY 1st, 2026*
PSA25-3744CA
18June 24, 2025 Item #6 Page 740 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
Truck Direct Push Rig - 2 person crew
Mobilization/De-Mobilization/Daily Travel 342.40$ Hr
Drilling time / Operating rate 393.23$ Hr
Standby / Move / Setup / Development Time 299.60$ Hr
Hr
Cancellation Fee (within 72-hrs of scheduled start)2,000.00$ EA
Remediation Services - 3 Person Crew
Mobilization/Demobilization/Daily Travel 529.65$ Hr
Injection Platform with 10 point system, (1) Direct Push Rig 631.97$ Hr
Injection Platform with 10 point system, well injection, 2 man crew 475.00$ Hr
Geoprobe 7822 or Equivalent, 1 crew member 294.92$ Hr
Daily Travel Crew (when rig can be left on-site)421.31$ Hr
EA
Cancellation Fee (within 72-hrs of scheduled start)2,500.00$ EA
Air Vacuum - 2 person crew
Mobilization/De-Mobilization/Daily Travel 262.50$ Hr
Operating rate 294.00$ Hr
Standby / Move / Setup 336.00$ Hr
EA
Cancellation Fee (within 72-hrs of scheduled start)2,000.00$ EA
Development Rig - 1 person crew
Mobilization/De-Mobilization/Daily Travel 262.50$ Hr
Operating rate 315.00$ Hr
Standby / Move / Setup 315.00$ EA
EA
Cancellation Fee (within 72-hrs of scheduled start)1,500.00$ EA
High Resolution Site Characterization
HRSC Pre-Mobilization/Equipment Check 795.00$ EA
Mobilization/De-Mobilization MiHPT System and Operator 140.44$ Hr
MiHPT System and Operator (up to 8-hrs. on site)2,540.00$ day
MiHPT Premium Time (over 8-hrs. on site)400.00$ Hr
Ultraviolet Optical Screening Tool (UVOST)2,100.00$ day
Saphire Window Replacement 265.00$ EA
Cancellation Fee (within 72-hrs of scheduled start)1,500.00$ EA
EA
SPT Energy Calibration
Mobilization/De-Mobilization SPT Energy Calibration 140.44$ Hr
SPT Energy Calibration 3,350.00$ EA
SPT Energy Calibration Report (per boring)196.61$ Hr
Dilatometer Testing (DMT)
DMT Pre-Mobilization/Equipment Check 795.00$ EA
Dilatometer Testing (up to 8-hrs, not including CPT rig)2,247.00$ day
DMT Blade Replacement 6,575.00$ EA
DMT Membrane Replacement 247.17$ EA
DMT Report (per boring)196.61$ EA
Pressure Meter Testing (PMT)
PMT Pre-Mobilization/Equipment Check 795.00$ EA
Mobilization/De-Mobilization PMT 140.44$ Hr
Pressure Meter Testing (PMT) (up to 8-hrs. on site)3,350.00$ day
PSA25-3744CA
19June 24, 2025 Item #6 Page 741 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
PMT Bladder Replacement 650.00$ EA
PMT Report (per boring)870.00$ EA
Packer Testing Testing
Packer Testing Pre-Mobilization/Equipment Check 795.00$ EA
Packer Testing Testing Surcharge (packer equipment only)921.27$ day
Bladder Replacement 3,475.00$ EA
Sub Contractors / Rental Equipment
Sub Contractors Cost +20%
Rental Equipment Cost +20%
*ADDITIONAL LABOR COSTS (Per Man Per Hour)
Additional Technician 135.00$ Hr
**Prevailing Wage Surcharge per pers 80.00$ Hr
**Davis Bacon Act Surcharge per pers 55.00$ Hr
**Service Contract Act Surcharge per pers 27.00$ Hr
***Premium Time (over 8-hrs, nights and Saturdays)80.00$ Hr
Premium Time (Sundays, Holidays and over 8-hrs. on Saturdays)155.00$ Hr
Project Management 155.00$ Hr
Project Assistant 135.00$ Hr
Administrative Assistant 95.00$ Hr
Crane Rigger/Liaison 175.00$ Hr
Service Run 140.44$ Hr
Per Diem (Crew Member/Night)350.00$ EA
Level C Protection (per day or portion)260.00$ day
SUPPORT EQUIPMENT
Support Truck (pick-up)260.00$ day
Support Truck (stake-bed)410.00$ day
Support Truck (Lift Gate)465.00$ day
Water Truck (up to 2,000 gal.)875.00$ day
Water Truck (up to 4,000 gal.)2,000.00$ day
Support Truck (CPT)1,300.00$ day
Steam Cleaning at Yard 165.00$ ea
Mud System (mud rotary, less than 1500 gal capacity)675.00$ day
Mud System (mud rotary, 1500-3000 gal capacity)1,200.00$ day
Track Support Rig (Marooka or similar)1,797.60$ day
Submersible pump rental 225.00$ day
Horiba meter rental 135.00$ day
Drum trailer rental 105.00$ day
500-water gallon trailer rental 190.00$ day
Personal H2S Meter 39.32$ day
Ventilation / exhaust system rental 480.00$ day
Grout Pump 365.00$ day
PSA25-3744CA
20June 24, 2025 Item #6 Page 742 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
MATERIALS
Concrete/Asphalt Coring, CPT/DPT Locations (4-in diameter x 6-in thick)200.00$ EA
Backfill CPT/DPT Test/Sampling Locations 3.00$ lin ft
Backfill Hollow Stem Auger Borings (6-in. diameter)9.00$ lin ft
Backfill Hollow Stem Auger Borings (8-in. diameter)12.00$ lin ft
Backfill Rotary/Core Holes up 5-in.8.00$ lin ft
Backfill Rotary/Core Holes up 8-in.12.00$ lin ft
1/4" Nylaflow Tubing 2.20$ lin ft
1/2" Poly Tubing 1.70$ lin ft
Vapor Probe Implant - PVC 18.00$ lin ft
Vapor Probe Implant - Stainless 1"32.00$ lin ft
Vapor Probe Implant - Stainless 6"70.00$ lin ft
Vapor Probe Valves - 2 way & 3-way 12.00$ lin ft
Hydropunch/Groundwater Sampling Consumables 95.00$ EA
3/4" Sched. 40 PVC Blank casing 5.00$ lin ft
3/4" Sched. 40 PVC Screen 0.010" or 0.020"7.00$ lin ft
3/4" Sched. 40 PVC fittings 15.00$ lin ft
1" Sched. 40 PVC Blank casing 7.00$ lin ft
1" Sched. 40 PVC Screen 0.010" or 0.020"10.00$ lin ft
1" Sched. 40 PVC threaded end cap 15.00$ EA
1" Sched. 40 PVC slip cap or coupling 15.00$ EA
2" Sched. 40 PVC Blank casing 9.00$ lin ft
2" Sched. 40 PVC Screen 0.010" or 0.020"12.00$ lin ft
2" Sched. 40 PVC threaded end cap 20.00$ EA
2" Sched. 40 PVC slip cap or coupling 20.00$ EA
2" Locking Cap 40.00$ EA
4" Sched. 40 PVC Blank casing 18.00$ lin ft
4" Sched. 40 PVC Screen 0.010" or 0.020"24.00$ lin ft
4" Sched. 40 PVC threaded end cap 45.00$ EA
4" Sched. 40 PVC slip cap or coupling 45.00$ EA
4" Locking Cap 65.00$ EA
Asphalt Patch, for Bore diameter 25.00$ ea
Cement - Portland Type II 18.00$ lin ft
Concrete - Quickset 30.00$ lin ft
Concrete - Ready Mix 15.00$ lin ft
Bentonite Chips 30.00$ lin ft
Bentonite Grout (Enviroplug)30.00$ lin ft
Bentonite Pellets 120.00$ lin ft
Bentonite Pellets (TR30)175.00$ lin ft
Filter Sand 20.00$ lin ft
Drill mud 30.00$ bkt
Easy Mud 5-gal 250.00$ bkt
Easy Mud Gold 10lb 275.00$ bkt
Auqa-Clear (5 gal pail)420.00$ bkt
Soda Ash 50lb 40.00$ bag
Well Box - 12-inch 175.00$ EA
Well Box - 8-inch 100.00$ EA
Standpipe 8"480.00$ EA
Standpipe 10"540.00$ EA
PSA25-3744CA
21June 24, 2025 Item #6 Page 743 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
Wood Plug 40.00$ EA
3'x3' Form / 2'x2' Form 40.00$ EA
Bollards 4" / Crashpost 110.00$ EA
Drums - 55 Gallon 100.00$ EA
Disposable Bailers 25.00$ EA
Disposable Tips 30.00$ EA
2" Brass Sample Liners & Caps 12.00$ EA
2" Stainless Steel Sample Liners & Caps 12.00$ EA
Acetate Sample Liners ( Macro Core 4')12.00$ EA
2.5" x 1" Brass Sample Rings & Canisters,30.00$ EA
ShelbyTube & Caps 80.00$ EA
Pitcher Tubes & Caps 80.00$ EA
Core Box - Plastic/Cardboard 40.00$ EA
Core Box - Wooden 105.00$ EA
Slope Indicator Pipe (2.75") - per 10' length 247.17$ EA
Slope Indicator Pipe Bottom Cap 44.94$ EA
Slope Indicator Pipe Top Cap 44.94$ EA
Straw Waddle (20-ft)50.00$ EA
Visqueen (large roll)180.00$ EA
* Labor rates or equipment rates to not relect any Project Labor Agreement (PLA) and/or Union fees or dues
*Surcharge to be applied to all prevailing wage/DBA/SCA projects, including mobilization/de-mobilization
*RATES ARE ESCLATED 3.5% EVERY JANUARY 1ST, STARTING JANUARY 1st, 2026*
PSA25-3744CA
22June 24, 2025 Item #6 Page 744 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
Attachment B
PSA25-3745CA
1
MASTER AGREEMENT FOR GEOTECHNICAL SERVICES
NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and Ninyo & Moore Geotechnical & Environmental Sciences Consultants, a
California corporation ("Contractor").
RECITALS
A.CMWD requires the professional services of a consultant that is experienced in
geotechnical services.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to geotechnical.
D.Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1.SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Docusign Envelope ID: C66B5467-C878-4108-8A3E-198D439FFBC1
June 24, 2025 Item #6 Page 745 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
27th
PSA25-3745CA
2
Manager as authorized by the Executive Manager. The Executive Manager 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”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager 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 of these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
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Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that 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 Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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.
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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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
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858/576-1000
President
San Diego, CA 92123
5710 Ruffin Road
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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.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
NINYO & MOORE GEOTECHNICAL &
ENVIRONMENTAL SCIENCES
CONSULTANTS, a California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:
(sign here) Keith Blackburn, President
Avram Ninyo, President and CFO
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to geotechnical services, as outlined in the individual Project Task
Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Geotechnical Investigations.
B. Hazardous Material Evaluations.
C. Materials Testing.
D. Groundwater Monitoring Well Installations.
Requests for work not listed above must be contracted under separate agreement.
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2Ninyo & Moore | City of Carlsbad Master Services Agreement for Geotechnical Services | P02-03528 | December 31, 2024
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ϳ^ƚĞƉŚĞŶtĂŝĚĞWƌŝŶĐŝƉĂů/ŶĚƵƐƚƌŝĂů,LJŐŝĞŶŝƐƚΨϭϵϱ͘ϬϬ
ϴdƌĂǀŝƐDĞŝĞƌWƌŝŶĐŝƉĂů ŶǀŝƌŽŶŵĞŶƚĂů^ĐŝĞŶƚŝƐƚΨϭϵϱ͘ϬϬ
ϵ<ĂŝsĞĚĞŶŽũĂ^ĞŶŝŽƌ ŶŐŝŶĞĞƌΨϭϵϬ͘ϬϬ
ϭϬEĂƚŚĂŶŝĞŵ^ĞŶŝŽƌ'ĞŽůŽŐŝƐƚΨϭϵϬ͘ϬϬ
ϭϭEŝĐŽůĂƐĂƌƉĞŶƚĞƌ^ĞŶŝŽƌ ŶǀŝƌŽŶŵĞŶƚĂů^ĐŝĞŶƚŝƐƚͬ
ĞƌƚŝĨŝĞĚƐďĞƐƚŽƐͬ>ĞĂĚdĞĐŚŶŝĐŝĂŶ
ΨϭϵϬ͘ϬϬ
ϭϮƌŝĂŶ&ŽƌĚĞƌƚŝĨŝĞĚƐďĞƐƚŽƐͬ>ĞĂĚdĞĐŚŶŝĐŝĂŶΨϭϴϱ͘ϬϬ
ϭϯ>ƵĐĂƐtĂŝĚĞĞƌƚŝĨŝĞĚƐďĞƐƚŽƐͬ>ĞĂĚdĞĐŚŶŝĐŝĂŶΨϭϴϱ͘ϬϬ
ϭϰ'ĂďƌŝĞů^ŵŝƚŚ^ĞŶŝŽƌWƌŽũĞĐƚ ŶŐŝŶĞĞƌΨϭϴϱ͘ϬϬ
ϭϱŚƌŝƐƚLJD͘<ƵŚŶƐ^ĞŶŝŽƌWƌŽũĞĐƚ ŶŐŝŶĞĞƌΨϭϴϱ͘ϬϬ
ϭϲEŝƐƐĂDŽƌƚŽŶ^ĞŶŝŽƌWƌŽũĞĐƚ'ĞŽůŽŐŝƐƚΨϭϴϱ͘ϬϬ
ϭϳŚƌŝƐƚŝŶĂdƌĞƚŝŶũĂŬ^ĞŶŝŽƌWƌŽũĞĐƚ'ĞŽůŽŐŝƐƚΨϭϴϱ͘ϬϬ
ϭϴĂĐŚĂƌLJ,ĂƐƚĞŶ^ĞŶŝŽƌWƌŽũĞĐƚ'ĞŽůŽŐŝƐƚΨϭϴϱ͘ϬϬ
ϭϵZŽďĞƌƚ^ĂƌŐĞŶƚWƌŽũĞĐƚ ŶŐŝŶĞĞƌΨϭϳϱ͘ϬϬ
ϮϬDŝŐƵĞůŶŐĞůŚŝŶ'ĂůůĞŐŽƐWƌŽũĞĐƚ ŶŐŝŶĞĞƌΨϭϳϱ͘ϬϬ
Ϯϭ^ƚĞƉŚĞŶYƵŝŵƉŽWƌŽũĞĐƚ'ĞŽůŽŐŝƐƚΨϭϳϱ͘ϬϬ
ϮϮŚƌŝƐƚŽƉŚĞƌ&ƌĂŶŬ^ĞŶŝŽƌ^ƚĂĨĨ ŶŐŝŶĞĞƌΨϭϱϬ͘ϬϬ
Ϯϯ:ŽƌŐĞŽŶƚƌĞƌĂƐ^ĞŶŝŽƌ^ƚĂĨĨ'ĞŽůŽŐŝƐƚΨϭϱϬ͘ϬϬ
Ϯϰ<ĞŝƚŚ<ĂƐƚĂŵĂ^ĞŶŝŽƌ^ƚĂĨĨ'ĞŽůŽŐŝƐƚΨϭϱϬ͘ϬϬ
ϮϱĂŵĞƌŽŶ,ŝŐŵĂŶ^ƚĂĨĨ'ĞŽůŽŐŝƐƚΨϭϰϱ͘ϬϬ
Ϯϲ:ĂŬŽďDŽŶƚŐŽŵĞƌLJ^ƚĂĨĨ'ĞŽůŽŐŝƐƚΨϭϰϱ͘ϬϬ
Ϯϳ/ǀĂŶ'ƵĂũĂƌĚŽ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϮϴƵĐEŐƵLJĞŶ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
Ϯϵ:ƵƐƚŝŶ,ŝůƚĞƌŵĂŶ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϯϬ^ŚĂǁŶDĂĐŝĂƐ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌ
;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿ
Ψϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϯϭ ďĞŶĞnjĞƌDĞĚŝŶĂ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϯϮĂǀŝĚ,ŽƉŬŝŶƐ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌͬ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ
;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿ
Ψϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϯϯůĞdž'ƵƚŝĞƌƌĞnj^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌͬ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
PSA25-3745CA
12
Docusign Envelope ID: C66B5467-C878-4108-8A3E-198D439FFBC1
June 24, 2025 Item #6 Page 756 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
3Ninyo & Moore | City of Carlsbad Master Services Agreement for Geotechnical Services | P02-03528 | December 31, 2024
D^d Z'Z D EdZd ^, h>
WƌŝĐĞƐǀĂůŝĚƚŚƌŽƵŐŚĞĐĞŵďĞƌϭ͕ϮϬϮϳ
^d&&
EĂŵĞdŝƚůĞ,ŽƵƌůLJZĂƚĞ
ϯϰ:ƵůŝŽ'ƵnjŵĂŶ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌͬ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϯϱĂŶŝĞů>ŝŶĚƐĂLJ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌͬ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϯϲ ǀĞƌĂƌĚŽZŝĐŽ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌͬ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶWƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϯϳDŝĐŚĞŝůDŝŬŚĂŝů^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌͬ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϯϴdŝŵŽƚŚLJdŝŵŵĞƌŵĂŶ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌͬ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϯϵ<ĞǀŝŶdƌĂŶ^ƉĞĐŝĂů/ŶƐƉĞĐƚŽƌͬ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϵ͘ϬϬͬΨϭϬϵ͘ϬϬ
ϰϬZŝĐŚĂƌĚŐĐĂŽůŝ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϰϭDĂƚƚ ĐŬĞƌ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϰϮĂƌŽŶ&ƌĞĚĞƌŝĐŬ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ
;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿ
Ψϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϰϯůĞũĂŶĚƌŽ:ŝŵĞŶĞnj^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϰϰDĂƌŬDĂĐĂƌƚŚLJ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ
;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿ
Ψϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϰϱDĂƌŝŽWĂůĂĐŝŽƐ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϰϲdŚŽŵĂƐtŚĞůĂŶ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ
;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿ
Ψϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϰϳ:ŽƐĞƉŚdĂƐƚŽ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϰϴ ƌŝĐsĂŶ'ŝŶĚĞƌ^ĞŶŝŽƌ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ
;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿ
Ψϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϰϵĞƌĞŬ,ŽƌƌLJ&ŝĞůĚdĞĐŚŶŝĐŝĂŶ;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿΨϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϱϬEŽƌŵĂŶ'ƵƚŝĞƌƌĞnj&ŝĞůĚdĞĐŚŶŝĐŝĂŶ
;WƌĞǀĂŝůŝŶŐtĂŐĞͬEŽŶͲWƌĞǀĂŝůŝŶŐZĂƚĞͿ
Ψϭϯϴ͘ϬϬͬΨϭϬϴ͘ϬϬ
ϱϭ:ĞƐƐĞ>ĂŚŵĂŶ'/^ŶĂůLJƐƚΨϭϮϱ͘ϬϬ
ϱϮĂƌŝŶsŽũƚĂƐŬŽǀŝĐ^ƵƉĞƌǀŝƐŽƌLJdĞĐŚŶŝĐŝĂŶΨϭϭϱ͘ϬϬ
ϱϯůĨƌĞĚŽdĂƉŝĂ^ĞŶŝŽƌ>ĂďŽƌĂƚŽƌLJdĞĐŚŶŝĐŝĂŶΨϭϬϴ͘ϬϬ
ϱϰdLJůĞƌDŽƌƵĚ>ĂďŽƌĂƚŽƌLJdĞĐŚŶŝĐŝĂŶΨϭϬϯ͘ϬϬ
ϱϱůĞdžŝƐĂůĂŶĞdĞĐŚŶŝĐĂů/ůůƵƐƚƌĂƚŽƌΨϭϬϯ͘ϬϬ
ϱϲĂƌůŽƐ'ŽǀĞĂ'ĞŽƚĞĐŚŶŝĐĂůͬ ŶǀŝƌŽŶŵĞŶƚĂůͬ>ĂďŽƌĂƚŽƌLJƐƐŝƐƚĂŶƚΨϴϬ͘ϬϬ
ϱϳsĂŶĞƐƐĂŽLJĞƌ'ĞŽƚĞĐŚŶŝĐĂůͬ ŶǀŝƌŽŶŵĞŶƚĂůͬ
>ĂďŽƌĂƚŽƌLJƐƐŝƐƚĂŶƚ
ΨϴϬ͘ϬϬ
ϱϴdƌĞǀŽƌ,ŽůŽŵďŽdĞĐŚŶŝĐĂůƐƐŝƐƚĂŶƚΨϴϬ͘ϬϬ
ϱϵŽŶŶĂDĂĚƌŝŐĂůĂƚĂWƌŽĐĞƐƐŽƌΨϳϱ͘ϬϬ
ϲϬŶŐĞůŝƋƵĞ&ƌĞĚĞƌŝĐŬĂƚĂWƌŽĐĞƐƐŽƌΨϳϱ͘ϬϬ
ϲϭDŝĐŚĞůůĞWƌŝĞďĞĂƚĂWƌŽĐĞƐƐŽƌΨϳϱ͘ϬϬ
PSA25-3745CA
13
Docusign Envelope ID: C66B5467-C878-4108-8A3E-198D439FFBC1
June 24, 2025 Item #6 Page 757 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
4Ninyo & Moore | City of Carlsbad Master Services Agreement for Geotechnical Services | P02-03528 | December 31, 2024
Ninyo & Moore | Project Name | Proposal No. | Date CA13 PW
D^d Z'Z D EdZd ^, h> WƌŝĐĞƐǀĂůŝĚƚŚƌŽƵŐŚĞĐĞŵďĞƌϭ͕ϮϬϮϳ
yW E^ ^
ĞƐĐƌŝƉƚŝŽŶŽƐƚйDĂƌŬƵƉ
ϭ^ƵďĐŽŶƚƌĂĐƚŽƌĂŶĚ džƉĞŶƐĞ džƉĞŶƐĞƉůƵƐŵĂƌŬƵƉϭϱй
Ϯ^ĞĞůĂďŽƌĂƚŽƌLJĨĞĞƐůŝƐƚ;ƉĂŐĞϰͿWĞƌƚĞƐƚͲ
ϯŽŶĐƌĞƚĞŽƌŝŶŐ ƋƵŝƉŵĞŶƚ
;ŝŶĐůƵĚĞƐƚĞĐŚŶŝĐŝĂŶͿ
ΨϭϵϬ͘ϬϬͬŚƌͲ
ϰŶĐŚŽƌ>ŽĂĚdĞƐƚ ƋƵŝƉŵĞŶƚ;ŝŶĐůƵĚĞƐƚĞĐŚŶŝĐŝĂŶΨϭϵϬ͘ϬϬͬŚƌͲ
ϱ'WZ ƋƵŝƉŵĞŶƚΨϭϴϬ͘ϬϬͬŚƌͲ
ϲ/ŶĐůŝŶŽŵĞƚĞƌΨϭϬϬ͘ϬϬͬŚƌͲ
ϳ,ĂŶĚƵŐĞƌ ƋƵŝƉŵĞŶƚΨϴϬ͘ϬϬͬŚƌͲ
ϴZĞďĂƌ>ŽĐĂƚŽƌ;WĂĐŚŽŵĞƚĞƌͿΨϮϱ͘ϬϬͬŚƌͲ
ϵsĂƉŽƌ ŵŝƐƐŝŽŶ<ŝƚΨϲϱ͘ϬϬͬŬŝƚͲ
ϭϬEƵĐůĞĂƌĞŶƐŝƚLJ'ĂƵŐĞΨϭϱ͘ϬϬͬŚƌͲ
ϭϭyͲZĂLJ&ůƵŽƌĞƐĐĞŶĐĞΨϳϬ͘ϬϬͬŚƌͲ
ϭϮW/ͬ&/ΨϮϱ͘ϬϬͬŚƌͲ
ϭϯŝƌ^ĂŵƉůŝŶŐWƵŵƉΨϭϬ͘ϬϬͬŚƌͲ
ϭϰ&ŝĞůĚsĞŚŝĐůĞΨϭϱ͘ϬϬͬŚƌͲ
ϭϱ džƉĞƌƚtŝƚŶĞƐƐdĞƐƚŝŵŽŶLJΨϰϱϬ͘ϬϬͬŚƌͲ
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PSA25-3745CA
14
Docusign Envelope ID: C66B5467-C878-4108-8A3E-198D439FFBC1
June 24, 2025 Item #6 Page 758 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
5Ninyo & Moore | City of Carlsbad Master Services Agreement for Geotechnical Services | P02-03528 | December 31, 2024
Ninyo & Moore | 2024 Laboratory Testing
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SOILS CONCRETE Atterberg Limits, D 4318, CT 204 ........................................................$ 170 Compression Tests, 6x12 Cylinder, C 39 .............................................. $ 35 California Bearing Ratio (CBR), D 1883 ..............................................$ 550 Concrete Mix Design Review, Job Spec ............................................... $ 300 Chloride and Sulfate Content, CT 417 & CT 422 ................................$ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI .......................... $ 850 Consolidation, D 2435, CT 219 ............................................................$ 300 Concrete Cores, Compression (excludes sampling), C 42 ................... $ 120 Consolidation, Hydro-Collapse only, D 2435 .......................................$ 150 Drying Shrinkage, C 157 ....................................................................... $ 400 Consolidation – Time Rate, D 2435, CT 219 .......................................$ 200 Flexural Test, C 78 ................................................................................ $ 85 Direct Shear – Remolded, D 3080 .......................................................$ 350 Flexural Test, C 293 .............................................................................. $ 85 Direct Shear – Undisturbed, D 3080 ....................................................$ 300 Flexural Test, CT 523 ............................................................................ $ 95 Durability Index, CT 229 ......................................................................$ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI ........... $ 275 Expansion Index, D 4829, IBC 18-3 ....................................................$ 190 Lightweight Concrete Fill, Compression, C 495 .................................... $ 80 Expansion Potential (Method A), D 4546 ............................................$ 170 Petrographic Analysis, C 856 ................................................................ $ 2,000 Geofabric Tensile and Elongation Test, D 4632 ..................................$ 200 Restrained Expansion of Shrinkage Compensation ............................. $ 450 Hydraulic Conductivity, D 5084 ............................................................$ 350 Splitting Tensile Strength, C 496 ........................................................... $ 100 Hydrometer Analysis, D 6913, CT 203 ................................................$ 220 3x6 Grout, (CLSM), C 39 ....................................................................... $ 55 Moisture, Ash, & Organic Matter of Peat/Organic Soils ......................$ 120 2x2x2 Non-Shrink Grout, C 109 ........................................................... $ 55 Moisture Only, D 2216, CT 226 ...........................................................$ 35 Moisture and Density, D 2937..............................................................$ 45 ASPHALT Permeability, CH, D 2434, CT 220 ......................................................$ 300 Air Voids, T 269 ..................................................................................... $ 85 pH and Resistivity, CT 643 ..................................................................$ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) ........................ $ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T-180 ....................$ 220 Asphalt Mix Design Review, Job Spec .................................................. $ 180 Proctor Density with Rock Correction D 1557 .....................................$ 340 Dust Proportioning, CT LP-4 ................................................................. $ 85 R-value, D 2844, CT 301 .....................................................................$ 375 Extraction, % Asphalt, including Gradation, D 2172, CT 382 ............... $ 250 Sand Equivalent, D 2419, CT 217 .......................................................$ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382 ................... $ 150 Sieve Analysis, D 6913, CT 202 ..........................................................$ 145 Film Stripping, CT 302 ........................................................................... $ 120 Sieve Analysis, 200 Wash, D 1140, CT 202 ........................................$ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 ..................... $ 225 Specific Gravity, D 854 ........................................................................$ 125 Marshall Stability, Flow and Unit Weight, T 245 ................................... $ 240 Thermal Resistivity (ASTM 5334, IEEE 442) .......................................$ 925 Maximum Theoretical Unit Weight, D 2041, CT 309 ............................. $ 150 Triaxial Shear, C.D, D 4767, T 297 ......................................................$ 550 Moisture Content, CT 370 ..................................................................... $ 95 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt ............$ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 ......... $ 1,000 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt ....................... $ 350 Slurry Wet Track Abrasion, D 3910 ....................................................... $ 150 Triaxial Shear, U.U., D 2850 ................................................................$ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) ............. $ 4,900 Unconfined Compression, D 2166, T 208 ...........................................$ 180 Superpave, Gyratory Unit Wt., T 312 .................................................... $ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324 ............................ $ 1,000 MASONRY Unit Weight sample or core, D 2726, CT 308 ....................................... $ 100
Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 ........$ 70 Voids in Mineral Aggregate, (VMA) CT LP-2 ........................................ $ 90 Brick Compression Test, C 67 .............................................................$ 55 Voids filled with Asphalt, (VFA) CT LP-3 ............................................... $ 90 Brick Efflorescence, C 67 .....................................................................$ 55 Wax Density, D 1188 ............................................................................ $ 140 Brick Modulus of Rupture, C 67 ...........................................................$ 50 Brick Moisture as received, C 67 .........................................................$ 45 AGGREGATES Brick Saturation Coefficient, C 67 ........................................................$ 60 Clay Lumps and Friable Particles, C 142 .............................................. $ 180 Concrete Block Compression Test, 8x8x16, C 140 .............................$ 70 Cleanness Value, CT 227 ..................................................................... $ 180 Concrete Block Conformance Package, C 90 .....................................$ 500 Crushed Particles, CT 205 .................................................................... $ 175 Concrete Block Linear Shrinkage, C 426.............................................$ 200 Durability, Coarse or Fine, CT 229 ........................................................ $ 205 Concrete Block Unit Weight and Absorption, C 140 ............................$ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 ................... $ 180 Cores, Compression or Shear Bond, CA Code ...................................$ 70 Flat and Elongated Particle, D 4791 ..................................................... $ 220 Masonry Grout, 3x3x6 prism compression, C 39 ................................$ 45 Lightweight Particles, C 123 .................................................................. $ 180 Masonry Mortar, 2x2 cube compression, C 109 ..................................$ 35 Los Angeles Abrasion, C 131 or C 535 ................................................. $ 200 Masonry Prism, half size, compression, C 1019 .................................$ 120 Material Finer than No. 200 Sieve by Washing, C 117 ......................... $ 90 Masonry Prism, Full size, compression, C 1019 .................................$ 200 Organic Impurities, C 40 ........................................................................ $ 90 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 .......... $ 1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 ............... $ 950 Chemical Analysis, A 36, A 615 ...........................................................$ 135 Potential Reactivity of Aggregate (Chemical Method), C 289 ............... $ 475 Fireproofing Density Test, UBC 7-6 .....................................................$ 90 Sand Equivalent, T 176, CT 217 ........................................................... $ 125 Hardness Test, Rockwell, A 370 ..........................................................$ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136 ................................... $ 120 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136 ............ $ 145 per assembly, A 325 .......................................................................$ 150 Sodium Sulfate Soundness, C 88 ......................................................... $ 450 Mechanically Spliced Reinforcing Tensile Test, ACI ...........................$ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206 ..................... $ 115 Pre-Stress Strand (7 wire), A 416 ........................................................$ 170 Specific Gravity and Absorption, Fine, C 128, CT 207 ......................... $ 175 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 .................$ 75 Structural Steel Tensile Test: Up to 200,000 lbs., A 370 .....................$ 90 ROOFING Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI ..................$ 80 Roofing Tile Absorption, (set of 5), C 67 ............................................... $ 250 Roofing Tile Strength Test, (set of 5), C 67 ........................................... $ 250
Special preparation of standard test specimens will be charged at the technician’s hourly rate. Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures.
PSA25-3745CA
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Docusign Envelope ID: C66B5467-C878-4108-8A3E-198D439FFBC1
June 24, 2025 Item #6 Page 759 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
Page 1 General Counsel Approved 2/11/2025
MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION
ARCADIS U.S., INC.
THIS AGREEMENT (“Agreement” is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District
of the City of Carlsbad, California ("CMWD"), and Arcadis U.S., Inc., a Delaware corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
construction management and inspection for horizontal projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed horizontal construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year. Extensions will be based upon a satisfactory review of Contractor’s performance, CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give
PSA25-3824CMI
)
June 24, 2025 Item #6 Page 760 of 1064
Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
27th
June
PSA25-3824CMI
Page 2 General Counsel Approved 2/11/2025
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 eight hundred
thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of
Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD’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
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
PSA25-3824CMI
Page 3 General Counsel Approved 2/11/2025
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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 City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated, and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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.
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
PSA25-3824CMI
Page 4 General Counsel Approved 2/11/2025
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 attorney’s fees arising out of the performance
of the work described in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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
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Docusign Envelope ID: 28D2AA52-87F5-40FD-9E5E-8288B37CE7CB
PSA25-3824CMI
Page 5 General Counsel Approved 2/11/2025
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 Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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 Jennifer Chapman Name Lauren Jentzen
Title
Senior Contract Administrator
Title PE -Construction Principal
(Project Manager)
Dept Public Works/CM&I Address 530 B Street, Suite 1000
CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92101
Address 1635 Faraday Ave. Phone 858-414-2449
Carlsbad, CA 92008 Email lauren.jentzen@arcadis.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services, the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
ARCADIS U.S., INC., a Delaware corporation
By:By:
(sign here) K , President
John McCarthy, President
(print name/title) ATTEST:
By:SHERRY FREISINGER, Secretary
(sign here)By:
Robyn Miller, Secretary Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed horizontal construction management and inspection services in
accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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Arcadis Staff
Name Title Hourly Rate OT Rate DT Rate
1. Lauren Jentzen Construction Manager / Resident Engineer $283.00 NA NA
2. Arthur Serata Construction Manager / Resident Engineer $283.00 NA NA
3. Nariman Khomamizadeh Construction Manager / Resident Engineer $220.00 NA NA
4. Craig Hutchins Construction Manager / Resident Engineer $230.00 NA NA
5. Yanal Bushnaq Construction Manager / Resident Engineer $195.00 NA NA
6. Allen Day Construction Inspector*$220.00 $260.00 $300.00
7. Sarah Thomson Construction Inspector*$238.00 $280.00 $323.00
8. Conrad Taylor Construction Inspector*$220.00 $260.00 $300.00
9. Chris Wright Construction Inspector*$238.00 $280.00 $323.00
10. Erik Anderson Construction Inspector*$230.00 $271.00 $314.00
11. Kiah Tretter Admin/Document Control Specialist $115.00 NA NA
12. Rhonda Barkey Admin/Document Control Specialist $132.00 NA NA
*Construction Inspector rates based off DIR Prevailing Wage SD-23-63-3-2024-2D, Group 2
Subconsultants
Name / Firm Title Hourly Rate OT Rate DT Rate
1. Oscar Mendoza (KCS) Construction Manager / Resident Engineer $272.00 NA NA
2. Jeff Edwards (KCS)Construction Inspector*$225.00 $274.25 $322.87
3. Jay Losofsky (KCS)Start-up support $233.00 NA NA
4. Teresa Gonzalez-White (GWCS) Labor Compliance $120.00 NA NA
5. Gerald Montgomery Principal / QSD $160.00 NA NA
6. Steven Branson (SQ) Project Manager / QSD $150.00 NA NA
7. Julietta Viduya (SQ)QSP $125.00 NA NA
8. Stan Olmos (SQ)QSP $125.00 NA NA
9. Thomas Klein (RCS) E & IC, Start-up Support $230.00 $345.00 $460.00
PSA25-3824CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION
CPM PARTNERS, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District
of the City of Carlsbad, California ("CMWD"), and CPM Partners, Inc., a California corporation
("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
construction management and inspection for horizontal projects.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to as-needed horizontal construction management and inspection.
D.Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1.SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year. Extensions will be based upon a satisfactory review of Contractor’s performance, CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Attachment D
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Manager as authorized by the Executive Manager. The Executive Manager 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 eight hundred
thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of
Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD’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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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 City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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
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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 attorney’s fees arising out of the performance
of the work described in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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
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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 Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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 Jennifer Chapman Name Alex Janecek
Title Senior Contract Administrator Title Vice President
Dept Public Works/CM&I Address 523 Encinitas Blvd., #200
CARLSBAD MUNICIPAL WATER DISTRICT Encinitas, CA 92024
Address 1635 Faraday Ave. Phone 310-989-3104
Carlsbad, CA 92008 Email alex@cpm-partners.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
CPM PARTNERS, INC., a California corporation
By: By:
(sign here) KEITH BLACKBURN, President
Maribel Janecek,
President and Chief Financial Officer
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed horizontal construction management and inspection services in
accordance with the city’s Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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City of Carlsbad, RFQ25-3671CMI | 1CPMPARTNERS
FEE SCHEDULE
CPM Partners
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Nova Services
NAME TITLE HOURLY RATE
1 Alex Janecek, PE, CCM, QSD RE, Sr. Scheduler, Sr. Claims $240.00
2 Gordon Costa, PE Lead Scheduler, Claims $264.00
3 Ahmad Rafiq, PE RE, Inspector $233.00
4 Pedro Aguilar ARE, Inspector $224.00
5 Rafael Perez OE, Inspector $224.00
6 OE, Inspector $165.00
7 Wendy Casdorph Project Controls, Admin $133.00
8 Ylonda Miles Admin / Document Control $120.00
9 Ryan Priestman, PMP Scheduler, Claims Support $181.00
10 Mellissa Leyendecker OE,Admin $134.00
11 Erick Strickland Constructability Reviewer $212.00
12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1 Gannett Fleming, Inc.Attached
2 Kleinfelder Construction Svcs Attached
3 La Salle Solutions Attached
4 New City Consulting Attached
5 NOVA Services Attached
Expenses
DESCRIPTION COST % MARKUP
1 n/a
2
3
4
5
Exhibit B - Rate Schedule
CPM Partners, Inc
Agustin Salinas, PE
PSA25-3823CMI - Exhibit "A" (Cont.)
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Gannett Fleming
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Gannett Fleming Revision 01
NAME TITLE HOURLY RATE
1 David Toschak (GAN) Resident Engineer $216.62
2 David Cooper (GAN)Resident Engineer $281.86
3 *Mike Broadwater (GAN) SWPPP Inspector $232.95
4 *John Tonarely (GAN) Inspector $232.95
5 *David Shepherd (GAN) Inspector $199.94
6 Rhodie Lumanog (GAN) Labor Compliance $145.26
7 Jim Gallego (GAN)Scheduler $240.00
9
10
11
12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1
2
3
4
5
Expenses
DESCRIPTION COST % MARKUP
1 Vehicle $1,242.62 0%
2
3
4
5
Night work and Overtime will be billed at a pro-rata adjusted rate.
Exhibit B - Rate Schedule
* Denotes employees/classifications that are subject to CA prevailing wage. Rates above are
day-shift straight-time rates.
PSA25-3823CMI - Exhibit "A" (Cont.)
PSA25-3823CMI - "A" (Cont.)
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City of Carlsbad, RFQ25-3671CMI | 3CPMPARTNERS
Kleinfelder Construction Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Kleinfelder Construction Services
NAME TITLE HOURLY RATE
1 Matt Burris, PE, QSD (KCS)Resident Engineer $208.00
2 James Foote (KCS)ARE/Inspector $199.00
3 Claire Fetros (KCS)ARE/Inspector $199.00
4 Brian O’Dell, EIT (KCS)ARE/Inspector $199.00
5 Joe Massie (KCS)ARE/Inspector $199.00
6 Mark Plotnikiewicz, PE, QSD (KCSSenior Scheduler $260.00
7
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1
2
3
4
5
Expenses
DESCRIPTION COST % MARKUP
1 Field Vehicle $1485/Month 0%
2
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePSA25-3823CMI - Exhibit "A" (Cont.)
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City of Carlsbad, RFQ25-3671CMI | 4CPMPARTNERS
La Salle Solutions LLC
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
La Salle Solutions
NAME TITLE HOURLY RATE
1 Enrique Castaneda CM/RE $235.00
2 Samuel Virgil CM/RE $235.00
3 Robin Wollen Construction Inspector $235.00
4
5
6
7
8
9
10
11
12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1
2
3
4
5
Expenses
DESCRIPTION COST % MARKUP
1 Mileage per IRS rate
2
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePSA25-3823CMI - Exhibit "A" (Cont.)
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City of Carlsbad, RFQ25-3671CMI | 5CPMPARTNERS
New City Consulting
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
New City Consulting
NAME TITLE HOURLY RATE
1 Patrick Nolan (NEW)Senior Construction Manager $233.00
2 Matthew Horak (NEW)Construction Manager $198.00
3 Mark Brunelle (NEW)Senior Construction Inspector $185.00
4 Lisa Brennan (NEW)Assistant Construction Manager $166.00
5 Jessica Poorman (NEW) Certified Payroll Compliance $130.00
6
7
8
9
10
11
12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1
2
3
4
5
Expenses
DESCRIPTION COST % MARKUP
1
2
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePSA25-3823CMI - Exhibit "A" (Cont.)
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City of Carlsbad, RFQ25-3671CMI | 6CPMPARTNERS
Nova Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Nova Services
NAME TITLE HOURLY RATE
1 Tom Canady (Nova)Principal Engineer $240.00
2 Adam Greening (Nova)Laboratory Manager $110.00
3 Simon Sayavanh (Nova)Special Inspector $142.00
4 Morgan Lamb (Nova)Special Inspector $142.00
5 Steve Hamlin (Nova) Field Technician $140.00
6 Brian Steinhauser (Nova) Field Technician $140.00
7
8
9
10
11
12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1
2
3
4
Expenses
DESCRIPTION COST % MARKUP
1 Monthly MetaField Reporting $425/month 0%
2 Coring Two Man Crew $345/hour 0%
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePSA25-3823CMI - Exhibit "A" (Cont.)
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION
MANAGEMENT AND INSPECTION
KLEINFELDER CONSTRUCTION SERVICES, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary
District of the City of Carlsbad, California ("CMWD"), and Kleinfelder Construction Services, Inc., a
California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
construction management and inspection for horizontal projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed horizontal construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
PSA25-3822CMI
)
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Manager as authorized by the Executive Manager. The Executive Manager 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 eight hundred
thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation c
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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
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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 fees arising out of the performance
of the work described in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdic
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
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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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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
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 Jennifer Chapman Name Mark Plotnikiewicz
Title Senior Contract Administrator Title PE, QSD
Dept Public Works/CM&I Address 5761 Copley Drive, Suite 100
CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92111
Address 1635 Faraday Ave. Phone 858-223-84
Carlsbad, CA 92008 Email mplotnikiewicz@kleinfelder.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
KLEINFELDER CONSTRUCTION SERVICES, INC.,
a California corporation
By: By:
(sign here) KEITH BLACKBURN, President
Rich Fitterer
Vice President & Area Manager
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed horizontal construction management and inspection services in
-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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KLEINFELDER CONSTRUCTION SERVICES BILLING RATES
CITY OF CARLSBAD
AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
(NON-PREVAILING WAGE)
Field Staffing Position Straight Time
($/Hr Range)
Project Manager $273
Safety Inspector $263
Construction Manager $264
Schedule Engineer $273
Resident Engineer $220 - $242
Senior Inspector Non PW $195 - $220
Wastewater Senior Inspector Non PW $195 - $220
Office Engineer $155 - $180
Structures Representative $205 - $225
(PREVAILING WAGE)
Field Staffing Position Straight Time
Safety Inspector PW $263
Senior Inspector PW $199 - $225
Structures Inspector PW $199 - $225
Wastewater Senior Inspector PW $199 - $225
Hourly charges include provisions for normal overhead costs such as fringe benefits, insurance,
clerical services, equipment, normal supplies and materials. Field personnel are equiped with
work trucks, cell phone/radios, laptop computers and basic tools. All other direct costs shall be
reimbursed at a rate of costs plus 10%.
Mileage costs for construction managers and inspectors are included in our hourly rate, and we
will not be billing separately for mileage expenses for work performed in those classifications.
Also, all equipment, cell phones, laptops, insurance, and vehicle charges are included in the
hourly rates as well, for all classifications.
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PSA25-3822CMI; Exhibit "A" (cont.)
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MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION
VALLEY CM, INC. D.B.A. VALLEY CONSTRUCTION MANAGEMENT
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District
of the City of Carlsbad, California ("CMWD"), and Valley CM, Inc., a California corporation d.b.a. Valley
Construction Management ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
construction management and inspection for horizontal projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed horizontal construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Attachment F
)
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Manager as authorized by the Executive Manager. The Executive Manager 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 eight hundred
thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation c
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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
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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 fees arising out of the performance
of the work described in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
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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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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
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 Jennifer Chapman Name Paul Mochel
Title Senior Contract Administrator Title Principal Construction Manager
Dept Public Works/CM&I Address 3525 Del Mar Heights Rd., #192
CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92130
Address 1635 Faraday Ave. Phone 858-444-6804
Carlsbad, CA 92008 Email paul.mochel@valleycm.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
VALLEY CM, INC., a California corporation
d.b.a. Valley Construction Management
By: By:
(sign here) KEITH BLACKBURN, President
Galina Mochel, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Paul Mochel, Secretary Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed horizontal construction management and inspection services in
-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING
ATLAS TECHNICAL CONSULTANTS, LLC
THIS AGREEMENT is made and entered into as of the ______________ day
of ___________________, 2025, by and between the Carlsbad
Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad, California ("CMWD"), and Atlas Technical Consultants,
LLC, a Delaware limited liability company ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in materials
testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed materials testing.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
)
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Manager as authorized by the Executive Manager. The Executive Manager 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 six hundred
thousand dollars ($600,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation c
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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
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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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Co
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
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
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 Cal
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
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Page 5 General Counsel Approved 2/11/2025
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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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Page 6 General Counsel Approved 2/11/2025
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
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 Jennifer Chapman Name Dan Ferguson
Title Senior Contract Administrator Title Field Services Manager
Dept Public Works/CM&I Address 9085 Aero Drive Ste B
CARLSBAD MUNICIPAL WATER DISTRICT S , CA 92123
Address 1635 Faraday Ave. Phone 858-531-9777
Carlsbad, CA 92008 Email Daniel.Ferguson@oneatlas.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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Page 7 General Counsel Approved 2/11/2025
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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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Page 8 General Counsel Approved 2/11/2025
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
{signatures on following page}
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Page 10 General Counsel Approved 2/11/2025
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
Atlas Technical Consultants, LLC, a Delaware
limited liability company
By: By:
(sign here) , President
Yashar Hooshvar, Hub Leader
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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Page 11 General Counsel Approved 2/11/2025
EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed materials testing services in accordance with the City/CMWD
Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City/CMWD
within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested
tests and tasks. Costs incurred by the City/CMWD due to time delays created by the materials testing firm
shall be at the expense of said firm. The City/CMWD will make every effort to coordinate work to allow
use of a single technician, but is under no obligation to do so. The City/CMWD may schedule or reschedule
work on a same day basis if a technician is available. The City/CMWD will not be held liable for any test
cancellation that occurred at least two (2) hours prior to the scheduled time. The City/CMWD will only
pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage
and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test
performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform
the test, the report, pickup and drop off. Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City/CMWD.
If the use of subcontractors is approved by the City/CMWD, they shall be billed at cost plus no more than
10%.
Compaction test reports will be made available in the field at the time of testing where sampling for
maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same
day for asphalt concrete. When proctors for maximum densities are not available on the day of testing,
compaction test results shall be available no later than the next day. Contractor will prepare and submit
a formal report as soon as that segment of work is completed or when otherwise requested by the
City/CMWD.
June 24, 2025 Item #6 Page 824 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
$190
$250
$250
$215
$215
$190
$190
$142
$142
$142
$142
$142
$146
$146
$146
Professional (Engineering, Geology)
Director/Principal Professional $250
Senior Professional $215
Project Professional $190
Staff Professional $160
Drafter Level II $120
Drafter Level I $110
Project ManagementSenior Project Manager $210
Project Manager $190
Project Controller $95
Field Services (Geotechnical, Special Inspection)Field Supervisor $190
Off Site Inspector $146
Laboratory Technician $100
Group 1 (Field Soils, Material Tester)$142
Group 2 (Special Inspection)$146
Group 3 (NDT Testing)$149
Group 4 (Coring)$140
NACE Inspector $175
Travel, Equipment, and Miscellaneous
Sample Pick Up $100/hour
Vehicle/Truck $100/day
Nuclear Gauge $50/day
Torque Wrench $50/day
Pull Testing $75/day
Air Meter $50/day
NDT Equipment $60/day
Coring Equipment $95/day
Travel Time
Overtime and Saturday Rate
Sunday and Nationally Recognized Holiday Rate
Rush Surcharge
Per Diem (variable, depending on location)
Specialty Equipment Surcharge
MASTER AGREEMENT RATE SCHEDULE
STAFF
Daniel Ferguson
PROFESSIONAL SERVICES
Hourly Rate
1.5 x Regular Hourly Rate
2 x Regular Hourly Rate
Normal Rate Plus 50%
Quote
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Peter SteinGillette
Ismael Gonzalez
Chris Castaneda
Nate Bachour
Sam Carbajal
Austin Hill
Daniel Broyles
Chad Bartley
Anthony Strewart
Raul Tena
Senior Professional
Erick Aldrich
Morteza Mirshekari
Dale Bodman
Bryan Rall
Special Inspector
TITLE HOURLY RATE
Field Technician
Field Technician
Field Technician
Special Inspector
Special Inspector
Senior Geologist
Director of Lab Services
Field Services Manager
Field Technician
Field Technician
Project Manager
Principal Engineer
Senior Professional
CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3
PSA25-3826CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 825 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
Soil and AggregateCalifornia Bearing Ratio (ASTM D854) $515
California Impact (Cal 216)$255
Clay Lumps in Aggregate (ASTM C142)$185
Cleanness Value (Cal 227)$245
Compressive Strength of Rock Core (ASTM D7012) $320
Consolidation (ASTM D2435)$245
Corrosivity Testing (Soluble Chlorides and Sulfates, pH and Resistivity)$230
Crushed Particles (Cal 205, ASTM D5821)$185
Direct Shear (ASTM D3080)$320
Durability Factor (Cal 229, ASTM D3744)$120
Durability Index (Cal 229, ASTM D3744)$275
Expansion Index (ASTM D4829)$220
Fine Aggregate Angularity (AASHTO T304)$245
Fineness Modulus (ASTM C136)$35
Flat & Elongated Pieces (ASTM D4791)$215
Light Weight Pieces (ASTM C123)$125
Liquid Limit (Cal 204, ASTM D4318)$95
Los Angeles Abrasion (Cal 211, ASTM C131)$275
Maximum Density Check Point (ASTM D698/D1557)$110
Maximum Density/Optimum Moisture – 4 inch (ASTM D698, D1557)$245
Maximum Density/Optimum Moisture – 6 inch (ASTM D698, D1557)$270
Minimum Density (ASTM D1556)$95
Moisture Content (Cal 226, ASTM C566, ASTM D2216)$45
Natural Density Chunk Sample (ASTM D2937)$55
Natural Moisture/Density Ring or Core Sample (ASTM D2937)$50
One-Dimensional Swell or Collapse of Soils – per point (ASTM D4546)$235
Organic Impurities (Cal 213, ASTM C40)$115
Organic Matter (ASTM D2974)$95
Percent Finer than #200 (ASTM C117, ASTM D1140)$90
Permeability Remold Sample (ASTM D2434)$245
Permeability Remold Sample (ASTM D5084)
Permeability Undisturbed Sample (ASTM D5084)
Petrographic Analysis (Cal 215, ASTM C295)
pH & Resistivity (Cal 643, ASTM G51)$155
Plasticity Index (Cal 204, ASTM 4318)$160
Potential Reactivity (ASTM C289)$270
Residual Shear (ASTM D6467)$545
Rock Correction (ASTM D4718)$35
R-Value (Cal 301, ASTM D2844)$340
Sand Castle Test (USACE)$240
Sand Equivalent (Cal 217, ASTM D2419)$110
Sieve Analysis (ASTM C136, ASTM D6913, Cal 202)$135
Sieve Analysis with Hydrometer (Cal 203, ASTM D422)$245
Soil Cement Compression Strength (Cal 312, ASTM D1633)$65
Soil Cement Cylinder Fabrication (Cal 312, ASTM D1632)$125
Soil Cement Mixtures, Wetting and Drying (ASTM D559)$1,400
Soluble Chlorides (Cal 422)$80
Soluble Sulfate (Cal 417)$80
Soundness 5 Cycles (Cal 214, ASTM C88)$260
Specific Gravity Coarse Aggregate (Cal 206, ASTM C127)$145
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LABORATORY TESTS
CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3
PSA25-3826CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 826 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
Soil and Aggregate ContinuedSpecific Gravity Fine Aggregate (Cal 207, ASTM C128)$145
Thermal Resistivity of Soils (remolded sample) (IEEE 422) $1,285
Triaxial Shear Consolidated – Undrained (ASTM D4767)
Triaxial Shear Unconsolidated – Undrained (ASTM D2850)
Triaxial Staged Consolidated – Undrained (ASTM D4767)
Triaxial Staged Unconsolidated – Undrained (ASTM D2850)
Unconfined Compression (ASTM D2166)$200
Unit Weight Aggregate (Cal 212, ASTM C29)$100
Asphalt ConcreteAsphalt Core Specific Gravity (Cal 308, ASTM D2726)$85
Asphalt Core Specific Gravity Waxed (Cal 308, ASTM D1188)$105
Emulsion Content (CTM 382)$220
Film Stripping (Cal 302)
Gyratory Compacted Maximum Specific Gravity (AASHTO T312)$430
Hamburg Wheel Plant Produced HMA (AASHTO T324/Caltrans Section 39)$1,105
Hveem Maximum Bulk Specific Gravity (Cal 308)$370
Hveem & Stabilometer Value (Cal 366)$490
Ignition Oven Correction Factor (AASHTO T308)$310
Ignition Oven Degradation Factor (AASHTO T308)$310
Marshall Density Stability & Flow (ASTM D6927)$490
Marshall Density (ASTM D6926)$370
Moisture Content of Asphalt Mixtures Using Microwave (Cal 370)$65
Moisture Vapor Susceptibility (Cal 307)
Optimum Bitumen Content (AASHTO R35/Cal 367) $3,750
Percent Bitumen Asphaltic Concrete (Cal 382, ASTM D6307)$220
Residue by Evaporation (Cal 331)$220
Rice Maximum Theoretical Specific Gravity AC (Cal 309, ASTM D2041)$165
Sieve Analysis Extracted Aggregate (Cal 382, ASTM D5444)$115
Stability and Flow (ASTM D1559)$430
Stabilometer Value (Cal 366)$430
Tensile Strength Ratio Plant Produced HMA (AASHTO T283)$1,105
Wet Track Abrasion (ASTM D3910)$230
Concrete2X2 Cube Compression $35
Chloride Ion Testing (ASTM C1218)$270
Concrete Core Compression (ASTM C42)$75
Concrete Cylinder Compression (Cal 521, ASTM C39)$35
Flex Beam Modulus of Rupture (Cal 523, ASTM C78)$95
Modulus of Elasticity (Cal 522, ASTM C469)$320
Shotcrete Mockup Panel (ASTM C1140) $1,275
Shotcrete Panel, 3 Cores Compression (CBC)$360
Shrinkage Hardened Concrete (ASTM C157 Modified)$455
Split Tensile Concrete Cylinder (ASTM C496)$95
Time of Set (ASTM C403)$245
Trial Batch Fabrication (ASTM C192)$375
Unit Weight Hardened Concrete (ASTM C642)$70
Unit Weight Lightweight Concrete (ASTM C567)$90
MasonryAbsorption Block (ASTM C140) $145
Compression Adobe $195
Compression Block Standard (ASTM C140)$185
Compression Brick (ASTM C67)$145
Efflorescence Block $215
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CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3
PSA25-3826CMI; Exhibit "A" (cont.)
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Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
Masonry ContinuedEfflorescence Brick (ASTM C67)$215
Grout Prism Compression (ASTM C1019)$35
Masonry Core Compression (ASTM C42)$65
Masonry Core Shear (CBC 2105A.4)$120
Masonry Prism Compression (ASTM E447)$185
Modulus of Elasticity (Masonry Prism) $310
Mortar Bond Strength Pull Test (ASTM C482)$80
Mortar Cylinder Compression $35
Mortar Shear Strength (ANSI 118)$125
Relative Mortar Strength (Cal 515) $1,045
Shrinkage Masonry Block (ASTM C426)$310
Trial Grout Prisms (ASTM C942)$50
Water Retention and Air Content (ASTM C270)$675
MetalBolt Assembly Hardness Test $95
Bolt Assembly Tensile & Proof Load Test $155
Chemical Analysis $235
Modulus of Elasticity (Steel)$320
Post-Tension Tendon Tensile Testing $230
Tensile Strength & Bend Test Structural Steel (ASTM A370)$235
Tensile Strength & Bend Test Reinforcing Steel (ASTM A615/A706)$155
Tensile Strength #14 to #18 Bar (ASTM A615)
Tensile Strength Mechanical Splices #9 and Smaller (Cal 670)
Tensile Strength Mechanical Splices #10 to #14 (Cal 670)
Tensile Strength Mechanical Splices #18 (Cal 670)
MiscellaneousFireproofing Density Test (ASTM E605) $100
Fiber Reinforced Polymer Tensile (ASTM D3039)$705
Material Preparation $105
SFRM Adhesion/Cohesion Kit $55
Relative Humidity Test (ASTM F2170) $100/kit
Concrete Vapor Emission Kits (ASTM F1869) $90/kit
Miscellaneous Charges
Default Expense
Various
Various
Quote
Quote
Quote
Quote
CITY OF CARLSBAD - PUBLIC WORKS
MASTER AGREEMENT CONSULTANT SERVICES: RFQ25-3671CMI - CATEGORY 3
PSA25-3826CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 828 of 1064
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PSA25-3828CMI
Page 1 General Counsel Approved 2/11/2025
MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING
NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District
of the City of Carlsbad, California ("CMWD"), and Ninyo & Moore Geotechnical & Environmental Sciences
Consultants, a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in materials
testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed materials testing.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
H
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27th
PSA25-3828CMI
Page 2 General Counsel Approved 2/11/2025
Manager as authorized by the Executive Manager. The Executive Manager 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 six hundred
thousand dollars ($600,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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,
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9.CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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
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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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
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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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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
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 Jennifer Chapman Name Jeffrey T. Kent
Title Senior Contract Administrator Title Principal Engineer
Dept Public Works/CM&I Address 5710 Ruffin Road
CARLSBAD MUNICIPAL WATER DISTRICT , CA 92123
Address 1635 Faraday Ave. Phone 858-576-1000
Carlsbad, CA 92008 Email jkent@ninyoandmoore.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
NINYO & MOORE GEOTECHNICAL &
ENVIRONMENTAL SCIENCES CONSULTANTS, a
California corporation
By: By:
(sign here) KEITH BLACKBURN, President
Avram Ninyo, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Elaine Autus, Secretary Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed materials testing services in accordance with the city/CMWD
Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City/CMWD
within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested
tests and tasks. Costs incurred by the City/CMWD due to time delays created by the materials testing firm
shall be at the expense of said firm. The City/CMWD will make every effort to coordinate work to allow
use of a single technician, but is under no obligation to do so. The City/CMWD may schedule or reschedule
work on a same day basis if a technician is available. The City/CMWD will not be held liable for any test
cancellation that occurred at least two (2) hours prior to the scheduled time. The City/CMWD will only
pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage
and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test
performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform
the test, the report, pickup and drop off. Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City/CMWD.
If the use of subcontractors is approved by the City/CMWD, they shall be billed at cost plus no more than
10%.
Compaction test reports will be made available in the field at the time of testing where sampling for
maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same
day for asphalt concrete. When proctors for maximum densities are not available on the day of testing,
compaction test results shall be available no later than the next day. Contractor will prepare and submit
a formal report as soon as that segment of work is completed or when otherwise requested by the
City/CMWD.
June 24, 2025 Item #6 Page 839 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
Ninyo & Moore | 2
PROFESSIONAL STAFF
$1951
$1902
$1853
$1754
$1505
$1456
$1257
$1038
FIELD STAFF
$1859
$12510
$14511
$14012
$14013
Senior Technician $14014
Technician $13515
ADMINISTRATIVE STAFF
$8516
$8017
$7518
PSA25-3828CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 840 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
Ninyo & Moore | 3
OTHER CHARGES
$230/hr
$230/hr
$200/hr
$110/hr
$85/hr
$25/hr
Vapor Emission Kit $70/kit
$12/hr
$75/hr
$30/hr
$15/hr
$15/hr
$450/hr
PSA25-3828CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 841 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
Ninyo & Moore |
Schedule of Fees for Laboratory Testing
SOILS CONCRETE
Atterberg Limits, D 4318, CT 204 .............................................................. $ 170 Compression Tests, 6x12 Cylinder, C 39 ................................................... $ 35
California Bearing Ratio (CBR), D 1883 .................................................... $ 550 Concrete Mix Design Review, Job Spec ..................................................... $ 300
Chloride and Sulfate Content, CT 417 & CT 422 ..................................... $ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI ............................... $ 850
Consolidation, D 2435, CT 219 .................................................................. $ 300 Concrete Cores, Compression (excludes sampling), C 42 ....................... $ 120
Consolidation, Hydro-Collapse only, D 2435 ............................................ $ 150 Drying Shrinkage, C 157 .............................................................................. $ 400
Consolidation – Time Rate, D 2435, CT 219 ............................................ $ 200 Flexural Test, C 78 ....................................................................................... $ 85
Direct Shear – Remolded, D 3080 ............................................................ $ 350 Flexural Test, C 293 ..................................................................................... $ 85
Direct Shear – Undisturbed, D 3080 ......................................................... $ 300 Flexural Test, CT 523 ................................................................................... $ 95
Durability Index, CT 229 ............................................................................. $ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI ................ $ 275 Expansion Index, D 4829, IBC 18-3 .......................................................... $ 190 Lightweight Concrete Fill, Compression, C 495 ......................................... $ 80
Expansion Potential (Method A), D 4546 .................................................. $ 170 Petrographic Analysis, C 856 ...................................................................... $ 2,000
Geofabric Tensile and Elongation Test, D 4632 ....................................... $ 200 Restrained Expansion of Shrinkage Compensation .................................. $ 450
Hydraulic Conductivity, D 5084 .................................................................. $ 350 Splitting Tensile Strength, C 496 ................................................................. $ 100
Hydrometer Analysis, D 6913, CT 203...................................................... $ 220 3x6 Grout, (CLSM), C 39 ............................................................................. $ 55
Moisture, Ash, & Organic Matter of Peat/Organic Soils ........................... $ 120 2x2x2 Non-Shrink Grout, C 109 ................................................................. $ 55
Moisture Only, D 2216, CT 226 ................................................................. $ 35
Moisture and Density, D 2937 ................................................................... $ 45 ASPHALT
Permeability, CH, D 2434, CT 220 ............................................................ $ 300 Air Voids, T 269 ............................................................................................ $ 85
pH and Resistivity, CT 643......................................................................... $ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) ............................. $ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T-180 ........................ $ 220 Asphalt Mix Design Review, Job Spec ....................................................... $ 180
Proctor Density with Rock Correction D 1557 .......................................... $ 340 Dust Proportioning, CT LP-4 ........................................................................ $ 85
R-value, D 2844, CT 301 ........................................................................... $ 375 Extraction, % Asphalt, including Gradation, D 2172, CT 382 .................... $ 250
Sand Equivalent, D 2419, CT 217 ............................................................. $ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382 ........................ $ 150
Sieve Analysis, D 6913, CT 202 ................................................................ $ 145 Film Stripping, CT 302.................................................................................. $ 120
Sieve Analysis, 200 Wash, D 1140, CT 202 ............................................. $ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 ......................... $ 225
Specific Gravity, D 854 ............................................................................... $ 125 Marshall Stability, Flow and Unit Weight, T 245 ......................................... $ 240
Thermal Resistivity (ASTM 5334, IEEE 442) ............................................ $ 925 Maximum Theoretical Unit Weight, D 2041, CT 309 .................................. $ 150
Triaxial Shear, C.D, D 4767, T 297 ........................................................... $ 550 Moisture Content, CT 370 ............................................................................ $ 95
Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt ................ $ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 ............. $ 1,000
Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt ........................$ 350 Slurry Wet Track Abrasion, D 3910 ............................................................. $ 150
Triaxial Shear, U.U., D 2850 ...................................................................... $ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) .................. $ 4,900
Unconfined Compression, D 2166, T 208 ................................................. $ 180 Superpave, Gyratory Unit Wt., T 312 .......................................................... $ 100
Superpave, Hamburg Wheel, 20,000 passes, T 324 ................................. $ 1,000
MASONRY Unit Weight sample or core, D 2726, CT 308 ............................................. $ 100
Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 ............ $ 70 Voids in Mineral Aggregate, (VMA) CT LP-2 .............................................. $ 90
Brick Compression Test, C 67 ................................................................... $ 55 Voids filled with Asphalt, (VFA) CT LP-3 .................................................... $ 90
Brick Efflorescence, C 67 ........................................................................... $ 55 Wax Density, D 1188................................................................................... $ 140
Brick Modulus of Rupture, C 67 ................................................................. $ 50
Brick Moisture as received, C 67 ............................................................... $ 45 AGGREGATES
Brick Saturation Coefficient, C 67 .............................................................. $ 60 Clay Lumps and Friable Particles, C 142.................................................... $ 180
Concrete Block Compression Test, 8x8x16, C 140 ................................. $ 70 Cleanness Value, CT 227 ............................................................................ $ 180
Concrete Block Conformance Package, C 90 .......................................... $ 500 Crushed Particles, CT 205 ........................................................................... $ 175
Concrete Block Linear Shrinkage, C 426 .................................................. $ 200 Durability, Coarse or Fine, CT 229 .............................................................. $ 205
Concrete Block Unit Weight and Absorption, C 140 ................................ $ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 ....................... $ 180
Cores, Compression or Shear Bond, CA Code ........................................ $ 70 Flat and Elongated Particle, D 4791............................................................ $ 220
Masonry Grout, 3x3x6 prism compression, C 39 ..................................... $ 45 Lightweight Particles, C 123 ........................................................................ $ 180
Masonry Mortar, 2x2 cube compression, C 109 ....................................... $ 35 Los Angeles Abrasion, C 131 or C 535 ....................................................... $ 200
Masonry Prism, half size, compression, C 1019 ...................................... $ 120 Material Finer than No. 200 Sieve by Washing, C 117 .............................. $ 90
Masonry Prism, Full size, compression, C 1019 ...................................... $ 200 Organic Impurities, C 40 .............................................................................. $ 90
Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260 ............... $ 1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 .................... $ 950
Chemical Analysis, A 36, A 615................................................................. $ 135 Potential Reactivity of Aggregate (Chemical Method), C 289 ................... $ 475
Fireproofing Density Test, UBC 7-6........................................................... $ 90 Sand Equivalent, T 176, CT 217 ................................................................. $ 125
Hardness Test, Rockwell, A 370 ............................................................... $ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136 ........................................ $ 120
High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136................. $ 145
per assembly, A 325 ............................................................................. $ 150 Sodium Sulfate Soundness, C 88 ............................................................... $ 450
Mechanically Spliced Reinforcing Tensile Test, ACI ................................ $ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206 ......................... $ 115
Pre-Stress Strand (7 wire), A 416 .............................................................. $ 170 Specific Gravity and Absorption, Fine, C 128, CT 207 .............................. $ 175
Reinforcing Tensile or Bend up to No. 11, A 615 & A 706...................... $ 75
Structural Steel Tensile Test: Up to 200,000 lbs., A 370 ......................... $ 90 ROOFING
Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI ....................... $ 80 Roofing Tile Absorption, (set of 5), C 67 ..................................................... $ 250
Roofing Tile Strength Test, (set of 5), C 67 ................................................ $ 250
Special preparation of standard test specimens will be charged at the technician’s hourly rate.
Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures.
4
PSA25-3828CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 842 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
PSA25-3827CMI
Page 1 General Counsel Approved 2/11/2025
MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING
NV5, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District
of the City of Carlsbad, California ("CMWD"), and NV5, Inc., a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in materials
testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed materials testing.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give
)
June 24, 2025 Item #6 Page 843 of 1064
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27th
June
PSA25-3827CMI
Page 2 General Counsel Approved 2/11/2025
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 six hundred
thousand dollars ($600,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
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Page 3 General Counsel Approved 2/11/2025
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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.
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Page 4 General Counsel Approved 2/11/2025
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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
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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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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Page 6 General Counsel Approved 2/11/2025
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
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 Jennifer Chapman Name Shafiq Popalzai
Title Senior Contract Administrator Title Vice President
Dept Public Works/CM&I Address 15092 Avenue of Science, Ste. 200
CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92128
Address 1635 Faraday Ave. Phone 858-385-0500
Carlsbad, CA 92008 Email Shafiq.popalzai@nv5.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
{signatures on following page}
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31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
NV5, INC., a California corporation
By: By:
(sign here) KEITH BLACKBURN, President
Shafiq Popalzai, Vice President of
Conformity Assessment Solutions
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed materials testing services in accordance with the city/CMWD
Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City/CMWD
within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested
tests and tasks. Costs incurred by the City/CMWD due to time delays created by the materials testing firm
shall be at the expense of said firm. The City/CMWD will make every effort to coordinate work to allow
use of a single technician, but is under no obligation to do so. The City/CMWD may schedule or reschedule
work on a same day basis if a technician is available. The City/CMWD will not be held liable for any test
cancellation that occurred at least two (2) hours prior to the scheduled time. The City/CMWD will only
pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage
and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test
performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform
the test, the report, pickup and drop off. Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City/CMWD.
If the use of subcontractors is approved by the City/CMWD, they shall be billed at cost plus no more than
10%.
Compaction test reports will be made available in the field at the time of testing where sampling for
maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same
day for asphalt concrete. When proctors for maximum densities are not available on the day of testing,
compaction test results shall be available no later than the next day. Contractor will prepare and submit
a formal report as soon as that segment of work is completed or when otherwise requested by the
City/CMWD.
June 24, 2025 Item #6 Page 853 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
FEE SCHEDULE
PROFESSIONAL STAFF
Personnel
Senior Principal Engineer / Geologist $245.00/hr.
Principal Engineer / Geologist $225.00/hr.
Associate Engineer / Geologist $205.00/hr.
Senior Engineer / Geologist $185.00/hr.
Project Engineer / Geologist $155.00/hr.
Senior Staff Engineer / Geologist $135.00/hr.
Staff Engineer / Geologist $120.00/hr.
Senior Project Manager $170.00/hr.
Project Manager $150.00/hr.
Field Supervisor $150.00/hr.
Administration Staff $75.00/hr.
FIELD STAFF
Prevailing Wage
Soil / ACI Technician I $.00 /hr.
- Vehicle Charge /day
- Equipment Charge /hour
ICC Special Inspector I (Concrete, Masonry, Steel, Bolt, Fireproofing) $.00 /hr.
Certified Welding Inspector I $1 .00 /hr.
NDT Technician $1 .00 /hr.
Laboratory Technician $80.00 /hr.
Ground Penetrating Radar (Technician and Equipment) $198.00 /hr.
Coring Equipment Fee $70.00 /hr.
Torque/Pull Testing (Technician and Equipment) $130.00 /hr.
"Wildcat, 35-lb hammer Dynamic Cone Penetrometer (DCP) with tech $400.00 /hr.
Lightweight 5-lb Gas Dynamic Cone Penetrometer (DCP) equip with
tech $180.00 /hr.
Seismic Refraction Survey Using Geode 24-Channel Seismodule $3,150.00
Fall of Potential Ground Testing (Ground Rod Test) - Initial Test $975.00
Fall of Potential Ground Testing (Ground Rod Test) - Subsequent Test $585.00
Pick-Up /hr.
LABORATORY FEE SCHEDULE
Asphalt Mix Design Review $375.00/ea.
Hveem Stability $215.00/ea.
Hveem Unit Weight Sample Requiring Compaction $200.00/ea.
Marshall Stability, Flow & Unit Weight 210.00/ea. (per test specimen)
Maximum Theoretical Unit Weight (Rice) $210.00/ea.
Extraction - Ignition Oven (including gradation) $245.00/ea.
Percent Swell $160.00/ea.
Unit Wt Compacted Sample (Specific Gravity) $95.00/ea.
Absorption Test, Coarse Aggregate $54.00/ea.
2
Inc.
Inc.
Inc.
PSA25-3827CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 854 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
FEE SCHEDULE
LABORATORY FEE SCHEDULE (CONTINUED)
Absorption Test, Fine Aggregate $54.00/ea.
Clay Lumps & Friable Particles $135.00/ea.
Cleanness Value $160.00/ea.
Crushed Particles, Percent $205.00/ea.
Durability Index, Coarse Aggregate $130.00/ea.
Durability Index, Fine Aggregate $130.00/ea.
Abrasion Resistance by LA Rattler $205.00/ea.
Organic Impurities in Sand $80.00/ea.
Sieve Analysis Coarse Aggregate $100.00/ea.
Sieve Analysis Coarse & Fine Aggregate (includes Wash) $140.00/ea.
Sodium Sulfate Soundness (5 cycle test per primary size) $390.00/ea.
Specific Gravity, Fine Aggregate $95.00/ea.
Specific Gravity, Coarse Aggregate $85.00/ea.
Unit Weight (per cubic foot) Voids in Aggregate $75.00/ea.
Rock Core (Compressive Strength) $95.00/ea.
Headed Rebar Tensile Test - No. 8 Bar and Smaller < $115.00/ea.
Headed Rebar Tensile Test - No. 9 Bar to No. 11 $140.00/ea.
H. S. Bolt Conformance Bolt, Nut & Washer (DSA) $480.00/ea.
Mechanically Spliced Reinforcing Steel - No. 8 Bar and Smaller < $200.00/ea.
Mechanically Spliced Reinforcing Steel - No. 9 Bar to No. 11 $215.00/ea.
Mechanically Spliced Reinforcing Steel - No. 14 $235.00/ea.
Mechanically Spliced Reinforcing Steel - Slippage $42.00/ea.
Mechanical Tests, Hardness Test, Rockwell $118.00/ea.
Prestressed Steel, Tensile Test, Strand (7-wire Coated) $235.00/ea.
Prestressed Steel, Tensile Test, Strand (7-wire Uncoated) $275.00/ea.
Reinforcing Steel, Tensile Test No. 8 Bar and Smaller < $95.00/ea.
Reinforcing Steel, Tensile Test No. 9 Bar to No. 11 $108.00/ea.
Reinforcing Steel, Tensile Test No. 11 Bar and Greater > Quote
Reinforcing Steel, Bend Test $75.00/ea.
Spray-applied Fireproofing Density Tests $110.00/ea.
Structural Steel, Tensile Up to 200,000 lbs. $160.00/ea.
Structural Steel, Bend Test $105.00/ea.
Welded Specimens, Tensile Test $135.00/ea.
Chemical Analysis Quote
Machining Costs If Required $80.00/hr.
Absorption Test, Brick $65.00/ea.
Compression Test, Composite Prism $185.00/ea.
Compression Test, Brick $55.00/ea.
Compression Test, Blocks $95.00/ea.
Compression Test, Cores (does not include Coring for samples) $80.00/ea.
Compression Test, Grout / Mortar $37.00/ea.
Masonry Block Conformance (Does not include shrinkage) $480.00/ea.
3
PSA25-3827CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 855 of 1064
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FEE SCHEDULE
LABORATORY FEE SCHEDULE (CONTINUED)
Modulus of Rupture, Brick $55.00/ea.
Moisture as Received, Brick $55.00/ea.
Saturation Coefficient Brick $55.00/ea.
Unit Weight & Absorption, Block $80.00/ea.
Efflorescence, Block or Brick Only $80.00/ea.
Linear Shrinkage $270.00/ea.
Masonry Core Shear Test $130.00/ea.
Soil Processing Fee (per sample) $22.00/ea.
Chloride Content of Soil $85.00/ea.
Consolidation (up to 9 loads) $295.00/ea.
Direct Shear (undisturbed ring specimens) $270.00/ea.
Direct Shear (remolded specimens) $315.00/ea.
Expansion Index $170.00/ea.
Proctor (per curve) - 4-inch mold $210.00/ea.
Proctor (per curve) - 6-inch mold $275.00/ea.
Rock Correction (if required) $75.00/ea.
Moisture Content / Dry Density $42.00/ea.
Organic Matter $80.00/ea.
Plasticity Index/Liquid Limit (Atterberg Limit) $160.00/ea.
R-value (minimum 3 points)$340.00/ea.
Resistivity & pH of Soil $180.00/ea.
Sand Equivalent $100.00/ea.
Sieve Analysis $135.00/ea.
Sieve Analysis, with Hydrometer $270.00/ea.
No. 200 Mesh Wash Particle Size Gradation $95.00/ea.
Sulfate Content of Soil $85.00/ea.
Thermal Resistivity of Soil (including 1 proctor curve) $1300.00/ea.
Compression Test, 4x8 Cylinder $32.00/ea.
Compression Test, 6x12 Cylinder $34.00/ea.
Compression Test Gunite / Shotcrete (3 Cores/Panel, Coring Included) $420.00/ea.
Compression Test, Core (incl sample prep) $80.00/ea.
Compression Test, Lightweight Concrete Fill $53.00/ea.
Compression Test, Non-shrink Grout Cubes $53.00/ea.
Concrete Flexural Test $95.00/ea.
Concrete Mix Design (revision or review) $375.00/ea.
Drying Shrinkage (3 specimens 28 days) $375.00/ea.
Modulus of Elasticity, Static $270.00/ea.
Splitting Tensile Strength $105.00/ea.
Thermal Resistivity Testing of Concrete / FTB $485.00/ea.
Unit Weight, Lightweight Concrete Fill $80.00/ea.
4
PSA25-3827CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 856 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
PSA25-3829CMI
Page 1 General Counsel Approved 2/11/2025
MASTER AGREEMENT FOR AS-NEEDED MATERIALS TESTING
VERDANTAS INC.
THIS AGREEMENT is made and entered into as of the ______________ day
of ___________________, 2025, by and between the Carlsbad
Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad, California ("CMWD"), and Verdantas Inc., a California
corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in materials
testing.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed materials testing.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give
)
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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 six hundred
thousand dollars ($600,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
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decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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.
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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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Co
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
Carlsbad incurs or -administered
section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
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Page 5 General Counsel Approved 2/11/2025
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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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
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 Jennifer Chapman Name Kristen D. Williams
Title Senior Contract Administrator Title Area Leader/Vice President
Dept Public Works/CM&I Address 3934 Murphy Canyon Rd., Ste. B-205
CARLSBAD MUNICIPAL WATER DISTRICT S , CA 92123
Address 1635 Faraday Ave. Phone 858-292-8030
Carlsbad, CA 92008 Email kwilliams@verdantas.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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Page 10 General Counsel Approved 2/11/2025
CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
VERDANTAS INC., a California corporation
By: By:
(sign here) K , President
Kristen D. Williams, Vice President
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Pat Sheridan, CFO Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed materials testing services in accordance with the city/CMWD
Request for Qualifications (RFQ25-3671CMI) dated March 5, 2025.
The City/CMWD
within fifteen (15) minutes of the scheduled time and is expected to be prepared to perform the requested
tests and tasks. Costs incurred by the City/CMWD due to time delays created by the materials testing firm
shall be at the expense of said firm. The City/CMWD will make every effort to coordinate work to allow
use of a single technician, but is under no obligation to do so. The City/CMWD may schedule or reschedule
work on a same day basis if a technician is available. The City/CMWD will not be held liable for any test
cancellation that occurred at least two (2) hours prior to the scheduled time. The City/CMWD will only
pay for time spent on site; no charges for mileage or travel time. Rates should be inclusive of vehicle usage
and administrative time, which includes coordination, scheduling, billing, etc. The cost of each test
performed will also be an inclusive rate that includes vehicle usage, the test, the tools needed to perform
the test, the report, pickup and drop off. Time will be billed in 2-hour increments with a 2-hour minimum.
Invoices for services are expected to be reviewed for accuracy before being submitted to the City/CMWD.
If the use of subcontractors is approved by the City/CMWD, they shall be billed at cost plus no more than
10%.
Compaction test reports will be made available in the field at the time of testing where sampling for
maximum densities was made available two (2) days prior to testing of soils and aggregates, and the same
day for asphalt concrete. When proctors for maximum densities are not available on the day of testing,
compaction test results shall be available no later than the next day. Contractor will prepare and submit
a formal report as soon as that segment of work is completed or when otherwise requested by the
City/CMWD.
June 24, 2025 Item #6 Page 867 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
PUBLIC WORKS REQUEST FOR QUALIFICATIONS RFQ25-3671CMI
2025 Master Agreement Consultant Services
for Construction Management & Inspection Services
SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices
valid through initial Term of Agreement
STAFF
NAME TITLE HOURLY RATE
1.
2.
3.
4.
5.
.
.
.
.
.
.
.
EXPENSES
DESCRIPTION COST % MARKUP
1.
2.
.
.
.
.
PSA25-3829CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 868 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
PUBLIC WORKS REQUEST FOR QUALIFICATIONS RFQ25-3671CMI
2025 Master Agreement Consultant Services
for Construction Management & Inspection Services
EXHIBIT B SAMPLE MASTER AGREEMENT RATE SCHEDULE
Prices valid through initial Term of Agreement
SUB-CONSULTANTS
NAME/FIRM TITLE HOURLY RATE
1.
2.
3.
9.
10.
PSA25-3829CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 869 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
West 1/29/2025 Staff-15v1 AggPW+veh
2025 AMENDED BILLING RATE SCHEDULE (Verdantas West)
Professional Services Hourly Rate Hourly Rate
Senior Consultant I, Associate $235.00 Administrative//Technical $90.00
Senior Consultant II, Principal $265.00 Editor/ Project Coordinator I
Senior Consultant III, Sr. Principal $310.00 Administrative//Technical $105.00
Project Manager $190.00 Editor/Project Coordinator II
Senior Project Manager $215.00 Operations / Laboratory Manager $185.00
Field/Lab Supervisor $150.00
Staff Engineer/Scientist/Geologist $155.00
Senior Staff Engineer/Scientist/Geologist $165.00 CAD/GIS/Data Management Hourly Rate
Project Engineer/Scientist/Geologist $190.00 CAD Designer I $145.00
Senior Engineer/Scientist/Geologist $215.00 CAD Designer II $160.00
Project Designer $165.00
Support Hourly Rate Senior Project Designer $185.00
Field/Lab Technician I $90.00 CAD Technician I $125.00
Field/Lab Technician II/Special Inspector $100.00 CAD Technician II $140.00
Field/Lab Technician III/Special Inspector II $105.00 CAD Technician III $150.00
Senior Technician/Senior Special Inspector $115.00
Source Inspector $135.00 GIS Analyst I $150.00
System Operation & Maintenance Specialist $150.00 GIS Analyst II $160.00
Non-Destructive Testing (NDT) Specialist $170.00 Senior GIS Analyst $210.00
Prevailing Wage (Group 1) *$145.00 GIS Technician I $125.00
Prevailing Wage (Group 2) *$158.00 GIS Technician II $145.00
Prevailing Wage (Group 3) *$160.00
City of Los Angeles Deputy Building/$160.00 Data Manager $165.00
Grading Inspector Senior Data Manager $185.00
PSA25-3829CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 870 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
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GEOTECHNICAL LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Classification & Index Properties Soil Chemistry & Corrosivity
Photograph of sample 15 Sulfate content - by ion chromatograph (CTM 417 Part 2)85
Moisture content (ASTM D2216)25 Sulfate screen (Hach®)35
Moisture & density (ASTM D2937) ring samples 37 Chloride content (AASHTO T291/CTM 422)75
Moisture & density (ASTM D2937) Shelby tube or cutting 45 pH + minimum resistivity (CTM 643)140
Atterberg limits 3 points (ASTM D4318)160 Chloride content by ion chromatograph (AASHTO 85
-Single point, non-plastic 90 T291/CTM 422)
-Atterberg limits (organic ASTM D2487 / D4318)195 Corrosion suite: minimum resistivity, sulfate, chloride,285
-Visual classification as non-plastic (ASTM 15 pH (CTM 643)
D2488) Particle size:Organic matter content (ASTM D2974)70
-Sieve only 1½ inch to #200 (AASHTO T27/ASTM 155 Consolidation & Expansion/Swell Tests
C136/ASTM D6913/CTM 202)Consolidation (ASTM D2435):210
-Large sieve 6 inch to #200 (AASHTO T27/ASTM 195 Each additional time curve.50
C136/ASTM D6913/CTM 202)Each additional load/unload w/o time reading 45
-Hydrometer only (ASTM D7928)120 Expansion Index (ASTM D4829)140
-200 Relative compaction of untreated/treated soils/270
-Percent passing #200 sieve, wash only (ASTM D1140)75 aggregates (CTM 216)
Specific gravity and absorption of fine aggregate 140 Relative density 0.1 ft mold (ASTM D4253, D4254)250
(AASHTO T84/ASTM C128/ASTM D854/CTM 207)California Bearing Ratio (ASTM D1883) - 3 point 535
Specific gravity and absorption of coarse aggregate 110 California Bearing Ratio (ASTM D1883) - 1 point 200
(AASHTO T85/ASTM C127/CTM 206)R-Value untreated soils/aggregates (AASHTO T190/335
Total porosity - on Shelby tube sample (calculated)180 ASTM D2844/CTM 301)
Total porosity - on other sample (calculated)165 R-Value lime or cement treated soils/aggregates 365
Shrinkage limits wax method (ASTM D4943)135 (AASHTO T190/ ASTM D2844/CTM 301)
Pinhole dispersion (ASTM D4647)225 Swell collapse Method A up to 10 load/unloads w/o 310
Total porosity - on other sample (calculated)165 time curves (ASTM D4546-A)
Dispersive characteristics (double hydrometer ASTM 215 Single load swell/collapse - Method B (ASTM 115
D4221)D4546-B, seat, load & inundate only)
As-received moisture & density (chunk/carved sample)65 Triaxial Tests
Sand Equivalent (AASHTO T176/ASTM D2419/CTM 217)115 Unconfined compression strength of cohesive soil 145
-inch sieve, (ASTM D7928)200 (with stress/strain plot, ASTM D2166)
Shear Strength Unconsolidated undrained triaxial compression test 185
Pocket penetrometer 20 on cohesive soils(UU, ASTM D2850, USACE Q test,
Direct shear (ASTM D3080, mod., 3 points):per confining stress)
-Consolidated undrained - 0.05 inch/min (CU)320 Consolidated undrained triaxial compression test 400
-Consolidated drained - <0.05 inch/min (CD)385 for cohesive soils, (CU, ASTM D4767, USACE R-bartest)
Residual shear EM 1110-2-1906-IXA (price per each 55 with back pressure saturation & pore water pressure
additional pass after shear)measurement (per confining stress)
Remolding or hand trimming of specimens (3 points)95 Consolidated drained triaxial compression test (CD,
Oriented or block hand trimming (per hour)70 USACE S), with volume change measurement. Price
Single point shear 115 per soil type below EM 1110-21906(X):
Torsional shear (ASTM D6467 / ASTM D7608)880 -Sand or silty sand soils (per confining stress)400
Compaction & Pavement Subgrade Tests -Silt or clayey sand soils (per confining stress)535
Standard Proctor compaction, 4 points (ASTM D698)-Clay soils (per confining stress)755
-4-inch diameter mold (Methods A & B)170 -Three-stage triaxial (sand or silty sand soils)700
-6-inch diameter mold (Method C)230 -Three-stage triaxial (silt or clayey sand soils)935
Modified Proctor compaction 4 points (ASTM D1557):-Three-stage triaxial (clay soils)1,320
-4-inch diameter mold Methods A & B 235 -Remolding of test specimens 70
-6-inch diameter mold Method C 265 Hydraulic Conductivity Tests
Check point (per point)70 Triaxial permeability in flexible-wall permeameter with 335
Relative compaction of untreated/treated 270 backpressure saturation at one effective stress (EPA
soils/aggregates (CTM 216)9100/ASTM D5084, falling head Method C):
Relative density 0.1 ft mold (ASTM D4253, D4254)250 Each additional effective stress 130
California Bearing Ratio (ASTM D1883) - 3 point 535 Hand trimming of soil samples for horizontal K 65
California Bearing Ratio (ASTM D1883) - 1 point 200 Remolding of test specimens 70
R-Value untreated soils/aggregates (AASHTO T190/335 Permeability of granular soils (ASTM D2434)145
ASTM D2844/CTM 301)Soil-Cement
R-Value lime or cement treated soils/aggregates 365 Moisture-density curve for soil-cement mixtures (ASTM 260
(AASHTO T190/ ASTM D2844/CTM 301)D558)
Soil Chemistry & Corrosivity Wet-dry durability of soil-cement mixtures (ASTM D559) ¹1,290
pH Method A (ASTM D4972 or CTM 643)50 Compressive strength of molded soil-cement cylinder 65
Electrical resistivity single point as received moisture 50 (ASTM D1633)¹
Minimum resistivity 3 moisture content points (ASTM 95 Soil-cement remolded specimen (for shear strength,250
G187/CTM 643)consolidation, etc.) ¹
pH + minimum resistivity (CTM 643)140 ¹Compaction (ASTM D558 maximum density) should
Sulfate content - gravimetric (CTM 417 B Part 2)75 also be performed not included in above price
PSA25-3829CMI; Exhibit "A" (cont.)
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CONSTRUCTION MATERIALS LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Concrete Strength Characteristics
40 Flat & elongated particles in coarse aggregate (ASTM 230
D4791/CTM 235)
Compression, concrete or masonry cores (testing only)45 Cleanness value of coarse aggregate (CTM 227)225
Soundness, magnesium (AASHTO T104/ASTM 240
Trimming concrete cores (per core) 25 C88/CTM 214)
Flexural strength of concrete (simple beam-3rd pt. loading,90 Soundness, sodium (AASHTO T104/ASTM C88/695
ASTM C78/CTM 523)CTM 214)
Flexural strength of concrete (simple beam- center pt.90 Masonry
loading, ASTM C293/CTM 523)35
Non shrink grout cubes (2 inch, ASTM C109/C1107)30 35
Drying shrinkage - four readings, up to 90 days, 3 bars 430 - testing 45
(ASTM C157)only (ASTM C42)
Length of concrete cores (CTM 531)45 Masonry core shear testing (Title 24)85
Hot Mix Asphalt (HMA)Veneer bond strength, cost for each - 5 required 60
Resistance of compacted HMA to moisture-induced 2,250 (ASTM C482)
damage (AASHTO T283/CTM 371) - 3 required 60
Hamburg Wheel, 4 briquettes (modified) (AASHTO T324)965 (ASTM C140)
Superpave gyratory compaction (AASHTO T312/ ASTM 375 CMU moisture content, absorption & unit weight - 6 55
D6925)required (ASTM C140)
Extraction by ignition oven, percent asphalt (AASHTO 160 CMU linear drying shrinkage (ASTM C426)190
T308/ASTM D6307/CTM 382)215
Ignition oven correction/correlation values 1,445 (ASTM C1314)
(AASHTO T308/ASTM D6307/CTM 382) 270
Extraction by centrifuge, percent asphalt (ASTM D2172) 160 (ASTM C1314)
Gradation of extracted aggregate (AASHTO T30/ ASTM 145 Fasteners/Bolts/Rods
D5444/CTM 202)-110
Stabilometer, S-Value (ASTM D1560/CTM 366)285 plain (ASTM A370)
Bituminous mixture preparation (AASHTO R30/ CTM 304)85 -130
Moisture content of HMA (AASHTO T329/ASTM D6037 65 galvanized (ASTM A370)
/CTM 370)-70
Bulk specific gravity of compacted HMA, molded 55
specimen or cores, uncoated (AASHTO T166/ ASTM -80
D2726/CTM 308)
Bulk specific gravity of compacted HMA, molded 60 -70
specimen or cores, paraffin-coated (AASHTO T275/plain (ASTM A370)
ASTM D1188/CTM 308)-80
Maximum density - Hveem (CTM 308)215 galvanized (ASTM A370)
Theoretical maximum density and specific gravity of 140 -70
HMA (AASHTO T209/ASTM D2041/CTM 309)stainless steel (ASTM A370)
Thickness or height of compacted bituminous paving 45 Reinforcing Steel and Prestressing Strands
Mixture specimens (ASTM D3549)Rebar bend test, up to No. 11 (ASTM A370)70
Wet track abrasion of slurry seal (ASTM D3910)160 215
Rubberized asphalt (add to above rates)+25%Resistance butt-up 70
Brick to No. 10 (CTM 670)
Compression - cost for each, 5 required (ASTM C67)55 Resistance butt-90
Absorption - cost for each, 5 required (ASTM C67) 55 11 & over (CTM 670)
Aggregate Properties 70
Bulk density and voids in aggregates (AASHTO T19/55 (CTM 670)
ASTM C29/ CTM 212)45
Organic impurities in fine aggregate sand (AASHTO T21/65 (CTM 670)
ASTM C40/CTM 213)215
LA Rattler-215 over (CTM 670)
/ASTM C131/ CTM 211)215
LA Rattler-larger coarse aggregate 1-/270 (CTM 670)
ASTM C535/CTM 211)70
Apparent specific gravity of fine aggregate (AASHTO T84/140 (CTM 670)
ASTM C128/CTM 208)215
Specific gravity and absorption of coarse aggregate (ASTM 110 (CTM 670)
C127/CTM 206) >#4 retained Epoxy coated rebar/dowel continuity (Holiday) 70
Clay lumps, friable particles (AASHTO T112/ASTM C142)190 (ASTM A775/A934)
Durability Index (AASHTO T210/ASTM D3744/ CTM 229)215 Epoxy coated rebar flexibility/bend test, up to No. 50
Moisture content of aggregates by oven drying (AASHTO 45 11 (ASTM A775/A934)
T255/ASTM C566/CTM 226)Prestressing wire, tension (ASTM A416)190
Uncompacted void content of fine aggregate (AASHTO 140 Sample preparation (cutting)55
T304/ ASTM C1252/ CTM 234)Epoxy coated rebar/dowel film thickness (coating) 50
Percent of crushed particles (AASHTO T335/ ASTM 145 test (ASTM A775/ A934)
D5821/CTM 205)
PSA25-3829CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 872 of 1064
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West 1/29/2025 Staff-15v1 AggPW+veh
CONSTRUCTION MATERIALS LABORATORY TESTING
METHOD $/TEST METHOD $/TEST
Streetlights/Signals Bearing Pads/Plates and Joint Seal
LED Luminaires / Signal Modules / Countdown By Elastomeric bearing pads (Caltrans SS 51-3)1,060
Pedestrian Signal Face Modules (Caltrans RSS 86)Quote Elastomeric bearing pad with hardness and 1,315
Spray Applied Fireproofing compression tests (Caltrans SS 51-3)
Unit weight (density, ASTM E605)65 Type A Joint Seals (Caltrans SS 51-2)1,735
Sample Transport Type B Joint Seals (Caltrans SS 51-2)1,640
Pick-up and delivery (weekdays, per trip, <50 mile 110 Bearing plates (A536)770
radius from our office)
Notes
1.Earth Material Samples:Quoted testing unit rates are for soil and/or rock (earth) samples free of hazardous materials. Additional costs will accrue
beyond these standard testing unit rates for handling, testing and/or disposing of soil and/or rock containing hazardous materials. Hazardous materials
es. Standard turn-around time
for geotechnical-laboratory test results is 10 working days. Samples will be stored for 2 months following completion of assigned tests, after which
they will be discarded. Prior documented notification is required if samples need to be stored for a longer time. A monthly storage fee of $15 per bagand $6 per sleeve or tube will be applied. Quoted unit rates are only for earth materials sampled in California. There may be additional cost for
handling imported samples.
2.Construction Material Samples:After all designated breaks for a given sample set meet specified compressive at design age or other client-
o the 28-day break. Unless
specifically requested otherwise, all other construction materials will be disposed of after completion of testing and reporting.
EQUIPMENT LISTING
CLASSIFICATION $/UNIT CLASSIFICATION $/UNIT
1/4 inch Grab plates 5/ each Global Positioning System/Laser Range Finder 80/day
1/4 inch Tubing (bonded) 0.60/foot Hand auger set 90/day
1/4 inch Tubing (single)0.40/foot 40/roll
3/8 inch Tubing, clear vinyl 0.60/foot Horiba U-51 water quality meter 135/day
4-Gas meter (RKI Eagle or similar)/GEM 2000 140/day Light tower (towable vertical mast) 150/day
Air flow meter and purge pump (200 cc/min)55/day Magnehelic gauge 15/day
Box of 24 soil drive-sample rings 130/box Manometer 25/day
Brass sample tubes 11/each Mileage (will adjust with IRS published rate) 0.70/mile
Caution tape (1000-foot roll)22/each Moisture test kit (excludes labor to perform test, ASTM 65/test
Combination lock or padlock 15/each E1907)
Compressed air tank and regulator 55/day Nuclear moisture and density gauge 88/day
-inch-dia)160/day Electrical moisture and density gauge 88/Day
Consumables (gloves, rope, soap, tape, etc.)40/day Pachometer 50/day
Core sample boxes 30/each Particulate Monitor 135/day
Crack monitor Two-Dimensional 30/each pH/Conductivity/Temperature meter 60/day
Crack monitor Thee-Dimensional 40/each Photo-Ionization Detector (PID)150/day
Cutoff saws, reciprocating, electric (Sawzall®)80/day Pump, Typhoon 2 or 4 stage 55/day
D-Meter Walking Floor Profiler 110/day QED bladder pump w/QED control box 175/day
Disposable bailers 25/each Quire fee Phase I only 250/each
Disposable bladders 20/each Resistivity field meter and pins 200/day
Dissolved oxygen meter 75/day Slip / threaded cap, 2-inch or 4-inch diameter, 20/each
DOT 55-gallon containment drum with lid 85/drum PVC Schedule 40
Double-ring infiltrometer 135/day Slope inclinometer 250/day
Dual-stage interface probe 85/day Soil sampling T-handle (Encore) 10/day
Dynamic Cone Penetrometer 430/day Soil sampling tripod 40/day
Generator, portable gasoline fueled, 3,500 watts 90/day Speedy (R) moisture tester 10/day
Stainless steel bailer 60/day Vapor sampling box 65/day
Submersible pump with controller 180/day Vehicle usage (carrying equipment)16/hour
Submersible pump/transfer pump, 10-25 gpm 65/day VelociCalc 40/day
Support service truck usage (well installation)250/day Visqueen (20 x 100 feet) 130/roll
Survey/fence stakes 10/each Water level indicator (electronic well sounder) 100/day
Tedlar® bags 25/each <300 feet deep well
55/day ZIPLEVEL®. 40/day
Turbidity meter 80/day Other specialized geotechnical and environmental testing
Tyvek® suit (each)25/each and monitoring equipment are available, and priced per site
PSA25-3829CMI; Exhibit "A" (cont.)
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PSA25-3764CA
1
MASTER AGREEMENT FOR SURVEYING SERVICES
RIGHT-OF-WAY ENGINEERING SERVICES, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June,
2025, but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public
Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of
Carlsbad, California ("CMWD"), and Right-of-Way Engineering Services, Inc., a California corporation
("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in surveying.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to surveying services.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give
allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack
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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”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
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the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
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Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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
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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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
RIGHT-OF-WAY ENGINEERING SERVICES,
INC., a California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By:By:
(sign here)Keith Blackburn, President
Michael Louis Schlumpberger,
President, Secretary and CFO
(print name/title)ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to surveying, as outlined in the individual Project Task Descriptions
and Fee Allotments (PTD&FA), including but not limited to the following:
A. Aerial Surveying/ Photogrammetric/ Drone Surveying Services.
B. Geographic Information Systems (GIS).
C. Property Acquisition Plats and Legal.
D. Utility Mapping.
E. Drone site documentation.
Requests for work not listed above must be contracted under separate agreement.
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Attachment B - Master Services Agreement Rate Schedule
Discipline 12 - Surveying
Right-of-Way Engineering Services, Inc.
Fee Schedule
Prices valid through Term of Agreement
STAFF
NAME TITLE HOURLY RATE
1 Michael Schlumpberger, PLS Supervising Land Surveyor $170.00
2 Joshua Tatman, PLS Senior Land Surveyor $150.00
3 Joshua Tatman, PLS CAD Draftsman $140.00
4 Michael Schlumpberger, PLS Land Surveyor, Field $250.00
5 Robert Gates Party Chief, Field $170.00
6
International Operating Engineers -
Local 12 Journeymen Chainman, Field $130.00
7
SUB-CONSULTANTS
NAME / FIRM TITLE HOURLY RATE
1 Photogeodetic Photogrammatrist/compiler $120.00
2
3
4
EXPENSES
DESCRIPTION COST % MARKUP
1 Photogrametric Services Project Based 5%
2 Traffic Control Project Based 5%
3
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MASTER AGREEMENT FOR SURVEYING SERVICES
O’DAY CONSULTANTS, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June,
2025, but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public
Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of
Carlsbad, California ("CMWD"), and O’Day Consultants, Inc., a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in surveying.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to surveying services.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give
allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack
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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”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
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the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
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Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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
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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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
O’DAY CONSULTANTS, INC., a California
corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By:By:
(sign here)Keith Blackburn, President
Keith Hansen, Vice President
(print name/title)ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or Vice-President
Secretary,
Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to surveying, as outlined in the individual Project Task Descriptions
and Fee Allotments (PTD&FA), including but not limited to the following:
A. Aerial Surveying/ Photogrammetric/ Drone Surveying Services.
B. Geographic Information Systems (GIS).
C. Property Acquisition Plats and Legal.
D. Utility Mapping.
E. Drone site documentation.
Requests for work not listed above must be contracted under separate agreement.
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ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE - page 1 of 2
Prices valid through Term of Agreement
STAFF
NAME/FIRM TITLE HOURLYRATE
1. Keith Hansen / O’Day ContractProject Manager $255.00
2. George O’Day / O’Day
Project SurveyManager / Licensed Surveyor $255.00
3. Damon Becker/ O’Day
Project SurveySupervisor/ PartyChief $186.00
4. Dylan Hibbard/O’Day Design Engineer $179.00
5. Dylan Hibbard/O’Day AutoCad Technician $167.00
6. Dylan Hibbard/O’Day Construction OfficeManagement / Document Control $97.00
7. 1 Man Survey Crew / Supervisor Prevailing Wage Rate $221.00
8. 2 Man Survey Crew Prevailing Wage Rate $395.00
EXPENSES – O’DAY
DESCRIPTION COST %MARKUP
IN-HOUSE COPY EXPENSES LISTED BELOW 0%
PSA25-376 CA
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ATTACHMENT B –MASTER SERVICES AGREEMENT RATE SCHEDULE - page 2 of 2
Prices valid through Term of Agreement
SUB-CONSULTANTS
NAME/FIRM TITLE HOURLY RATE
Eric Phan / Aerotech PM - Aerial Surveying/ Photogrammetry $140.49
Aerotech Photogrammetrist (LiDAR Calibration & Classification) $103.79
Aerotech Photogrammetrist (Analytical Triangulation) $99.86
Aerotech Photogrammetrist (DTM Collection) $89.57
Aerotech Photogrammetrist (Digital Ortho Generation) $88.19
EXPENSES – AEROTECH
DESCRIPTION COST %MARKUP
Mobilization – Flight Time $825.00 0%
Aircraft - Camera $950.00 0%
Aircraft - LiDAR $1,450.00 0%
Mobile LiDAR $610.00 0%
Mileage $0.655 0%
Lodging $107.00 0%
Meals (Full Day) $49.00 0%
Meals (Travel Day) $36.75 0%
PSA25-376 CA
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Attachment M
PSA25-3769CA
1
MASTER AGREEMENT FOR
UTILITIES HYDRAULIC MODELING SERVICES
BURNS & MCDONNELL WESTERN ENTERPRISES, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and Burns & McDonnell Western Enterprises, Inc., a California corporation
("Contractor").
RECITALS
A.CMWD requires the professional services of a consultant that is experienced in utilities
hydraulic modeling services.
B.The professional services are required on a non-exclusive, project-by-project basis.
C.Contractor has the necessary experience in providing professional services and advice
related to utilities hydraulic modeling.
D.Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1.SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4.PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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
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Manager as authorized by the Executive Manager. The Executive Manager 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”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager 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 of these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
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Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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
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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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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714 264 7333
Vice President
Suite 600
145 South State College Blvd.
SKANE@BURNSMCD.COM
Stephen Kane
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
BURNS & MCDONNELL WESTERN
ENTERPRISES, INC., a California
corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:
Keith Blackburn, President (sign here)
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
Stephen J. Kane, Vice President
Jenna F. Pukach, CFO
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to utilities hydraulic modeling services, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Water Supply and Demand Projections.
B. Model Data Gap Analysis.
C. Pressure Zone Analysis.
D. Water Quality Modeling.
E. Water System Shutdown Impact Analysis.
F. Fire Flow Capacity Evaluation.
G. Sewer Capacity Evaluation.
H. Water/Recycled Water/Sewer Hydraulic Model Maintenance, Calibration and Support.
Requests for work not listed above must be contracted under separate agreement.
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Prices Valid Through Terms of Engagement
STAFF
NAME TITLE HOURLY RATE
($/hr)
1 Michael Lehrburger Associate Engineer - 3 322
2 Mitchell Bailey Staff Engineer - 2 250
3 Beth O'Brien Senior Engineer - 1 286
4 Audrey Keightley Senior Engineer - 1 286
5 Ty Wall Senior Engineer - 1 286
6 Sydney Hope Staff Engineer - 2 250
7 Paul Ward Senior Engineer - 2 308
8 Morgan Wetz Staff Engineer - 1 228
9 David Ecklund Senior Engineer - 1 286
10 Cory Kissner Assistant Engineer - 3 201
11 Sasa Tomic Associate Engineer - 3 322
12 Annie Cashon Staff Engineer - 2 250
13 Brian Knadle Associate Engineer - 1 318
14 Andrew Toth Senior Engineer - 1 286
15 Kunal Raithatha Senior Engineer - 1 286
16 Kirk Snell Associate Engineer - 1 318
17 David Olsen Senior Engineer - 2 308
18 Kyle LeBrasse Senior Engineer - 1 286
19 Brett Pugh Associate Engineer - 2 320
20 Nikole Rachelson Associate Engineer - 1 318
21 Eimon Smith Associate Engineer - 1 318
22 Mike Halbur Associate Engineer - 3 322
23 Jason Schaefer Associate Engineer - 3 322
24 Haley Morton Staff Engineer - 2 250
SUB CONSULTANTS
NAME/FIRM TITLE HOURLY RATE
($/hr)
1
2
3
EXPENSES
DESCRIPTION COST % Markup
1 Mileage At FDC Rate (Currently $0.67/mile)0
2 All Subcontractor Costs At Cost 5
3 Printing and Reproduction At Cost 0
4 Air Travel At Cost - Coach Class 0
5 Hotel Lodging At Cost 0
6 Equipment and Rentals At Cost 5
ATTACHMENT B - MASTER SERVICES AGREEMENT RATE SCHEDULE
Burns & McDonnell Western Enterprises, Inc.
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MASTER AGREEMENT FOR
UTILITIES HYDRAULIC MODELING SERVICES
KENNEDY/JENKS CONSULTANTS, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and Kennedy/ Jenks Consultants, Inc., a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in utilities
hydraulic modeling services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to utilities hydraulic modeling.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
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Manager as authorized by the Executive Manager. The Executive Manager 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”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
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Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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
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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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Phone 442-339-2767
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Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
KENNEDY/JENKS CONSULTANTS, INC., a
California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By:By:
Keith Blackburn, President(sign here)
Paul Chau, Vice President
(print name/title) ATTEST:
By:SHERRY FREISINGER, Secretary
(sign here)By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or
Vice-President
Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of tasks related to utilities hydraulic modeling services, as outlined in the individual
Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following:
A. Water Supply and Demand Projections.
B. Model Data Gap Analysis.
C. Pressure Zone Analysis.
D. Water Quality Modeling.
E. Water System Shutdown Impact Analysis.
F. Fire Flow Capacity Evaluation.
G. Sewer Capacity Evaluation.
H. Water/Recycled Water/Sewer Hydraulic Model Maintenance, Calibration and Support.
Requests for work not listed above must be contracted under separate agreement.
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Client/Address: City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008
Contract/Proposal: Master Services Agreement for Consultants (RFQ25-3437CA)
Custom Schedule of Charges Date: December 31, 2024
PERSONNEL COMPENSATION
Classification Hourly Rate
Engineer-Scientist-Specialist 1............................................................................ $160
Engineer-Scientist-Specialist 2 ............................................................................ $200
Engineer-Scientist-Specialist 3 ............................................................................ $225
Engineer-Scientist-Specialist 4 ............................................................................ $245
Engineer-Scientist-Specialist 5 ............................................................................ $265
Engineer-Scientist-Specialist 6 ............................................................................ $290
Engineer-Scientist-Specialist 7 ............................................................................ $320
Engineer-Scientist-Specialist 8 ............................................................................ $340
Engineer-Scientist-Specialist 9 ............................................................................ $355
Senior CAD-Designer .......................................................................................... $210
CAD-Designer ..................................................................................................... $191
Senior CAD-Technician ....................................................................................... $175
CAD-Technician .................................................................................................. $155
Project Assistant ................................................................................................. $155
Administrative Assistant ...................................................................................... $140
Aide ..................................................................................................................... $111
Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at cost plus ten percent for items such as:
a. Maps, photographs, 3rd party reproductions, 3rd party printing, equipment rental, and special suppliesrelated to the work.
b. Consultants, soils engineers, surveyors, contractors, and other outside services.
c. Rented vehicles, local public transportation and taxis, travel and subsistence.
d. Project specific telecommunications and delivery charges.
e. Special fees, insurance, permits, and licenses applicable to the work.
f. Outside computer processing, computation, and proprietary programs purchased for the work.
Reimbursement for vehicles used in connection with the work will be at the federally approved mileage rates or at a negotiated monthly rate.
If prevailing wage rates apply, the above billing rates will be adjusted as appropriate.
Overtime for non-exempt employees will be billed at one and a half times the Hourly Rates specified above.
Rates for professional staff for legal proceedings or as expert witnesses will be at rates one and one-half times the Hourly Rates specified above.
Excise and gross receipts taxes, if any, will be added as a direct expense.
PSA25-3770CA
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MASTER AGREEMENT FOR UTILITY LOCATING/POTHOLING SERVICES
AIRX UTILITY SURVEYORS, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and AirX Utility Surveyors, Inc., a California corporation, ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in utility
locating/potholing services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to utility locating/potholing services.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give
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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 f hundred
thousand dollars ($00,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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.
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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
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:
Name Eleida Felix Yackel
For Contractor:
Name
Title Senior Contract Administrator Title
Dept Public Works/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Jenn Harris
San Marcos, CA 92069
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Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
AIRX UTILITY SURVEYORS, INC., a California
corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By:By:
(sign here)Keith Blackburn, President
Jennifer Emily Harris, President
(print name/title)ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Ivan Fox, Secretary
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or Vice-President
Secretary,
Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of utility locating and potholing tasks as outlined in individual Project Task Descriptions
& Fee Allotments (PTD&FA), related to the following:
A. Subsurface Utility Potholing and Locating.
B. Ground Penetrating Radar Services.
C. Utility Research / Documentation.
D. Field Determination/ Documentation.
Requests for work not listed above must be contracted under separate agreement.
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AIRX UTILITY SURVEYORS, INC.
WBE - WOSB - SB - SLBE / LICENSE #830790 A, C31
Attachment B – Master Service Agreement Rate Schedule
NAME TITLE HOURLY RATE
1. Gabriel Mercado Operations Manager $205/hr
2. Rodrigo Rodriguez/Jose Gonzalez Project Manager $205/hr
3. Salvador Silva Superintendent $200/hr
4. Clinton Boogaard Plans/Permits $130/hr
5. Kara Hoover Admin/Certified
Payroll $125/hr
Locating (1 man crew):
DESCRIPTION RATE
1. Electromagnetic Locating $225/hr
2. Ground Penetrating Radar (GPR) $275/hr
3. Push Rod Locating $250/hr
4. Vault/Manhole Dips $170/hr
Potholing (2--Man Crew with T7 Rival, 7 yard truck, and Support
Truck)
DESCRIPTION RATE
1.
Pothole Crew (Per Regular Hour) Includes:
Cold Mix or Rapid Set Patches and Class II Base
for Backfill, Standard Traffic Control Set-Up (up to
a 500ft Lane Closure Taper)*.
Average 4 Potholes Per Day.
$540/hr
2. Pothole crew (Per Premium Hour) Includes: $760/hr
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AIRX UTILITY SURVEYORS, INC.
WBE - WOSB - SB - SLBE / LICENSE #830790 A, C31
Cold Mix or Rapid Set Patches and Class II Base
for Backfill, Standard Traffic Control Set-Up
Included (up to a 500ft Lane Closure Taper)*.
Average 4 Potholes Per Day.
3. Hotpatch: Standard 1ft by 1ft Patch. $205/ea
4.
Hotpatch: Grind and Overlay Up To a 2ft by 2ft
Square, Per Patch (Standard Traffic Control Set-
Up Included, up to a 500ft Lane Closure Taper)*.
4-Man Crew.
Average 7 per day.
$7,300/day
5. Slurry Backfill: As Required Per City of Carlsbad
Standards (Per Pothole). $500/ea
6. Traffic Control Plans $190/sheet
7. Traffic Control Plans - Engineered Stamped (Per
Sheet). $470/sheet
8. Large Traffic Control Set-Up (Multiple Lane
Closures, Intersections, Detours). $1,400/day
9. Nightwork Traffic Control Set-Ups. $2,100/night
10. Flagman Service (per hour/Per Crew) Includes 2
Flagman, and Standard Flagging Set-Up. $320/hr per crew
11.
Report Drafting per hour (Averaging 30 Minutes
Per Pothole, Deliverable Will Be A PDF Report
with Maps & Photos. Copies are available upon
request).
$175/hr
12. USA Mark-Out & Paint Removal $200/hr
*Standalone rate for Standard Traffic Control setup, up to 500ft lane closure taper is $800/day
Prices valid through Term of Agreement
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MASTER AGREEMENT FOR UTILITY LOCATING/POTHOLING SERVICES
GUIDA
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and GUIDA, a California corporation, ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in utility
locating/potholing services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to utility locating/potholing services.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give
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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 four hundred
thousand dollars ($400,000). Fees will be paid on a project-by-project basis and will be based on
Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
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Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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.
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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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
Carlsbad, CA 92008 Email
Irvine, CA 92602
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Phone 442-339-2767
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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.
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28. THIRD-PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
GUIDA, a California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By:By:
(sign here)Keith Blackburn, President
Meagan A. Guida, President and CFO
(print name/title)ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or Vice-President
Secretary,
Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of utility locating and potholing tasks as outlined in individual Project Task Descriptions
& Fee Allotments (PTD&FA), related to the following:
A. Subsurface Utility Potholing and Locating.
B. Ground Penetrating Radar Services.
C. Utility Research / Documentation.
D. Field Determination/ Documentation.
Requests for work not listed above must be contracted under separate agreement.
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Prices valid through the 3-year term of the agreement 14. UTILITY LOCATING/POTHOLING
CLASSIFICATION HOURLY RATE
Survey Principal $350.00
Project Manager $300.00
SUE Office Lead $300.00
SUE Field Lead $295.00
Remote Sensing lead $265.00
QA/QC Manager $285.00
Sr. Project Surveyor $235.00
Project Surveyor $210.00
SUE Supervisor $210.00
Sr. Survey Analyst $190.00
Survey Analyst $170.00
SUE Technician $150.00
Survey/CAD Technician $150.00
Project Coordinator $150.00
1-Man SUE Crew $235.00
2-Man SUE Crew $410.00
3-Man Survey Crew**$530.00
2-Man Survey Crew**$415.00
1-Man Survey Crew**$250.00
CLASSIFICATION HOURLY RATE
Project Director $245.00
Senior Project Manager $215.00
Project Engineer $190.00
Project Surveyor $185.00
Project Manager $150.00
SUE Manager $145.00
Assistant Project Manager $125.00
CADD Supervisor $125.00
SUE Supervisor $130.00
SUE Technician III $130.00
SUE Technician II $130.00
SUE Technician I $130.00
CADD Technician $90.00
Administrative Support $90.00
EXPENSES
ESTIMATED COST % MARKUP
Current IRS Rate per mile N/A
$35 Each 10%
$5.00 per Page N/A
$2,200 per Day N/A
$1,428 per Day N/A
At Cost plus markup 10%
At Cost plus markup 10%
At Cost plus markup 10%
At cost plus markup 10%
$800 per sheet N/A
At cost plus markup 10%
At cost plus markup 10%
NOTES
OVERTIME
ESCALATION
ATTACHMENT B - MASTER SERVICES AGEREMENT RATE SCHEDULE
DESCRIPTION
Mileage
PRIME CONSULTANT: GUIDA
PRIME CONSULTANT: GUIDA
SSUBCONSULTANT: T2 UTILITY ENGINEERS
Tom Pilarski, PLS
Tim Fettig, PLS
Remote Sensing lead
QA/QC Manager
Sr. Project Surveyor
Project Surveyor
Sr. Survey Analyst
STAFF NAME
Eddie Brisendine, PLS
SUE CAD Technician
Administrative Support
SUE Technician I**
CADD Technician
Survey Analyst
Survey/CAD Technician
Project Engineer
Project Surveyor
Project Manager
SUE Manager
Assistant Project Manager
Arthur Glen Robinson, PE
Senior Project Manager
SUE Technician II**
2-Man Survey Crew**
Date:
Name (print): Bernie McInally, PLS
Executive Vice President
12//2024
Signature of Authorized Official:
Title:
STAFF NAME
Bernie McInally, PLS
Project Coordinator
3-Man Survey Crew**
Straight time will be billed for all work performed on-site up to 8 hours each day, Monday through Friday.
Overtime (1.5x) will begin after 8 hours, Monday through Friday and on Saturdays. Double time (2x) will
begin after 12 hours and on Sundays and holidays.
1-Man SUE Crew**
2-Man SUE Crew**
Miscellaneous Materials/Expenses such as restoration,
hauling/dumping, etc.
Traffic Control Plans - Engineer Stamped
SUE Supervisor
Encroachment and Traffic Permits
Subcontractors (Asphalt, Traffic Control, etc.)
1-Man Survey Crew**
** Denotes Prevailing Wage Classification
All rates shown will be held fixed for the initial 3-year term of the agreement. If the agreement is extended
past the 3-year term, escalation will be applied to the rates shown in accordance with Consumer Price Index
for San Diego or 5%, whichever is less.
CADD Supervisor
SUE Supervisor**
SUE Technician III**
Shipping & Deliveries
Research Reproductions
Mobile LiDAR Use Fee
Preliminary Title Reports
Agency Checking\Permit Fees
SUBCONSULTANT: T2 UTILITY ENGINEERS
Subconsultant Invoices
GPR Tow Behind Sled
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MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION
CPM PARTNERS, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District
of the City of Carlsbad, California ("CMWD"), and CPM Partners, Inc., a California corporation
("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
construction management and inspection for vertical projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed vertical construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
)
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Manager as authorized by the Executive Manager. The Executive Manager 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 eight hundred
thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation c
may be evaluated, and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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
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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 fees arising out of the performance
of the work described in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
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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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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
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 Jennifer Chapman Name Alex Janecek
Title Senior Contract Administrator Title Vice President
Dept Public Works/CM&I Address 523 Encinitas Blvd., #200
CARLSBAD MUNICIPAL WATER DISTRICT Encinitas, CA 92024
Address 1635 Faraday Ave. Phone 310-989-3104
Carlsbad, CA 92008 Email alex@cpm-partners.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services, the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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Page 9 General Counsel Approved 2/11/2025
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
June 24, 2025 Item #6 Page 956 of 1064
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Page 10 General Counsel Approved 2/11/2025
CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
CPM Partners, Inc., a California Corporation
By: By:
(sign here) KEITH BLACKBURN, President
Maribel Janecek, President & CFO
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
June 24, 2025 Item #6 Page 957 of 1064
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Page 11 General Counsel Approved 2/11/2025
EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed vertical construction management and inspection services in
-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
June 24, 2025 Item #6 Page 958 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
City of Carlsbad, RFQ25-3671CMI | 1
FEE SCHEDULE
CPM Partners
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Nova Services
NAME TITLE HOURLY RATE
1 Alex Janecek, PE, CCM, QSD RE, Sr. Scheduler, Sr. Claims $240.00
2 Gordon Costa, PE Lead Scheduler, Claims $264.00
3 Ahmad Rafiq, PE RE, Inspector $233.00
4 Pedro Aguilar ARE, Inspector $224.00
5 Rafael Perez OE, Inspector $224.00
6 OE, Inspector $165.00
7 Wendy Casdorph Project Controls, Admin $133.00
8 Ylonda Miles Admin / Document Control $120.00
9 Ryan Priestman, PMP Scheduler, Claims Support $181.00
10 Mellissa Leyendecker OE,Admin $134.00
11 Erick Strickland Constructability Reviewer $212.00
12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1 Gannett Fleming, Inc.Attached
2 Kleinfelder Construction Svcs Attached
3 La Salle Solutions Attached
4 New City Consulting Attached
5 NOVA Services Attached
Expenses
DESCRIPTION COST % MARKUP
1 n/a
2
3
4
5
Exhibit B - Rate Schedule
CPM Partners, Inc
Agustin Salinas, PE
PSA25-3830CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 959 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
PSA25-3830CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 960 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
City of Carlsbad, RFQ25-3671CMI | 3
Kleinfelder Construction Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Kleinfelder Construction Services
NAME TITLE HOURLY RATE
1 Matt Burris, PE, QSD (KCS) Resident Engineer $208.00
2 James Foote (KCS)ARE/Inspector $199.00
3 Claire Fetros (KCS)ARE/Inspector $199.00
4 Brian O’Dell, EIT (KCS) ARE/Inspector $199.00
5 Joe Massie (KCS)ARE/Inspector $199.00
6 Mark Plotnikiewicz, PE, QSD (KCSSenior Scheduler $260.00
7
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1
2
3
4
5
Expenses
DESCRIPTION COST % MARKUP
1 0%
2
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePSA25-3830CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 961 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
City of Carlsbad, RFQ25-3671CMI | 4
La Salle Solutions LLC
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
La Salle Solutions
NAME TITLE HOURLY RATE
1 Enrique Castaneda CM/RE $235.00
2 Samuel Virgil CM/RE $235.00
3 Robin Wollen Construction Inspector $235.00
4
5
6
7
8
9
10
11
12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1
2
3
4
5
Expenses
DESCRIPTION COST % MARKUP
1
2
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePSA25-3830CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 962 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
City of Carlsbad, RFQ25-3671CMI | 5
New City Consulting
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
New City Consulting
NAME TITLE HOURLY RATE
1 Patrick Nolan (NEW) Senior Construction Manager $233.00
2 Matthew Horak (NEW) Construction Manager $198.00
3 Mark Brunelle (NEW) Senior Construction Inspector $185.00
4 Lisa Brennan (NEW)Assistant Construction Manager $166.00
5 Jessica Poorman (NEW) Certified Payroll Compliance $130.00
6
7
8
9
10
11
12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1
2
3
4
5
Expenses
DESCRIPTION COST % MARKUP
1
2
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePSA25-3830CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 963 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
City of Carlsbad, RFQ25-3671CMI | 6
Nova Services
City of Carlsbad, RFQ25-3671CMI
Prices valid through initial Term of Agreement
Nova Services
NAME TITLE HOURLY RATE
1 Tom Canady (Nova)Principal Engineer $240.00
2 Adam Greening (Nova) Laboratory Manager $110.00
3 Simon Sayavanh (Nova) Special Inspector $142.00
4 Morgan Lamb (Nova) Special Inspector $142.00
5 Steve Hamlin (Nova) Field Technician $140.00
6 Brian Steinhauser (Nova) Field Technician $140.00
7
8
9
10
11
12
Sub-Consultants
NAME/FIRM TITLE HOURLY RATE
1
2
3
4
Expenses
DESCRIPTION COST % MARKUP
1 Monthly MetaField Reporting $425/month 0%
2 Coring Two Man Crew $345/hour 0%
3
4
5
Exhibit B - Rate Schedule
Fee SchedulePSA25-3830CMI; Exhibit "A" (cont.)
June 24, 2025 Item #6 Page 964 of 1064
Docusign Envelope ID: 063721B4-05C7-4FBA-B778-2349BC8C3E36
PSA25-3832CMI
Page 1 General Counsel Approved 2/11/2025
MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION
NEW CITY CONSULTING, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District
of the City of Carlsbad, California ("CMWD"), and New City Consulting, Inc., a California corporation
("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
construction management and inspection for vertical projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed vertical construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Attachment R
)
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27th
PSA25-3832CMI
Page 2 General Counsel Approved 2/11/2025
Manager as authorized by the Executive Manager. The Executive Manager 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 eight hundred
thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6.PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
June 24, 2025 Item #6 Page 966 of 1064
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dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation c
may be evaluated, and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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
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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 fees arising out of the performance
of the work described in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
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
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 Cal
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
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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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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
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 Jennifer Chapman Name Patrick Nolan
Title Senior Contract Administrator Title President
Dept Public Works/CM&I Address 31959 Via Ararat Drive
CARLSBAD MUNICIPAL WATER DISTRICT Bonsall, CA 92003
Address 1635 Faraday Ave. Phone 858-254-2949
Carlsbad, CA 92008 Email patrick@newcityconsulting.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services, the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
NEW CITY CONSULTING, INC., a California
corporation
By: By:
(sign here) KEITH BLACKBURN, President
Patrick Nolan,
President and Chief Financial Officer
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed vertical construction management and inspection services in
-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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$145.00
Names of staff
not required per
Addendum No. 2
Q&A set.
Names of staff not required
per Addendum No. 2
Q&A set.
CPM Partners,
Encinitas, CA
PSA25-3832CMI - Exhibit "A" (Cont.)
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MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION
SCHNEIDER CM, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District
of the City of Carlsbad, California ("CMWD"), and Schneider CM, Inc., a California corporation
("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
construction management and inspection for vertical projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed vertical construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Attachment
)
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Manager as authorized by the Executive Manager. The Executive Manager 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 eight hundred
thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
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dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation c
may be evaluated, and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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
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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 fees arising out of the performance
of the work described in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
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
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 Cal
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
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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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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
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 Jennifer Chapman Name Robert Polley
Title Senior Contract Administrator Title Project Manager
Dept Public Works/CM&I Address 6353 El Camino Real, Ste C
CARLSBAD MUNICIPAL WATER DISTRICT Carlsbad, CA 92009
Address 1635 Faraday Ave. Phone 760-717-0535
Carlsbad, CA 92008 Email Robert.polley@schneidercm.net
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services, the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
SCHNEIDER CM, INC., a California corporation
By: By:
(sign here) KEITH BLACKBURN, President
Carl Schneider,
President and Chief Financial Officer
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed vertical construction management and inspection services in
-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION
WSP USA, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2025, but effective August 18, 2025, by and between the Carlsbad Municipal
Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District
of the City of Carlsbad, California ("CMWD"), and WSP USA, Inc., a New York corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in
construction management and inspection for vertical projects.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to as-needed vertical construction management and inspection.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3671CMI and has affirmed its willingness and ability to perform such work as outlined in the
Request for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render those services ("Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California Area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective from the date first above written to Aug. 17, 2028. The
Executive Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or
parts of a year CMWD
needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
Manager as authorized by the Executive Manager. The Executive Manager or General Manager will give
)
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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 eight hundred
thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement pursuant to
Section 3, the costs of services may increase by a maximum of 2% per Agreement year, if agreed to by
both parties. Fees will be paid on a project-by-
Payment terms are Net 30 unless otherwise provided or
agreed to in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall
prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by
Contractor and for CMWD, the Executive Manager 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 of these.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
or subconsultant performing any public work under this Agreement to be currently registered with the
California Department of Industrial Relations (DIR), as specified in California Labor Code section 1725.5.
California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to
engage in the performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public
work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's
current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize CMWD
(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
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decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s)
and utilize web-based training/tutorials (as needed) to become familiar with the system. Unless the City
of Carlsbad City Engineer approves otherwise, Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. Contractor is responsible for attaining 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
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 Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, requests for information, submittals, schedules, change orders, project documents, as well
as any deficient observations or punch list items. Providing mobile access will improve communication,
efficiency, and productivity for all parties. The use of Procore for project management does not relieve
the contractor of any other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation c
may be evaluated, and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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.
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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 fees arising out of the performance
of the work described in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
Contractor
California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
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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 Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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 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
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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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
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 Jennifer Chapman Name Andrew Fiscus
Title Senior Contract Administrator Title Contract Manager
Dept Public Works/CM&I Address 9177 Sky Park Court
CARLSBAD MUNICIPAL WATER DISTRICT San Diego, CA 92123
Address 1635 Faraday Ave. Phone 760-505-5475
Carlsbad, CA 92008 Email Andrew.fiscus@wsp.com
Phone 442-339-2780
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
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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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services, the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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 thirty (30) 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
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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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
WSP USA, Inc., a New York corporation
By: By:
(sign here) KEITH BLACKBURN, President
Andrew Fiscus, Vice President
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A
Group B
Chairman,
President, or
Vice-President
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By:_______________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Contractor shall perform as-needed vertical construction management and inspection services in
-3671CMI) dated March 5, 2025. The agreed
upon billing rates for services outlined in said proposal are attached hereto.
All hours billed will be paid at a straight time rate; no overtime billing allowed.
Hours billed on a non-contractor workday must receive prior authorization by city staff.
Rates are inclusive of equipment, vehicle, mileage, laptop computers with wireless connections, cell
phone, insurance, travel time, etc.
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TITLE HOURLY RATE
1.Project Manager $190.00
2.Jr CMRE / Inspector / Material Tester $240.00
3.Jr CMRE / Inspector / Material Tester $240.00
4.Jr CMRE / Inspector / Material Tester $240.00
5.CMRE / Inspector $260.00
6.CMRE / Inspector $260.00
7.CMRE / Inspector $260.00
8.CMRE / Inspector $260.00
9.Principal Material Tester $295.00
10.Senior Environmental Scientist $305.00
11.Senior - CMRE / Inspector $300.00
12.Contract Manager $350.00
NAME FIRM TITLE HOURLY RATE
1.Chris Kelley Acrostic CMRE / Inspector $185.00
2.Christine Willson Imperium First Senior Labor Compliance $103.00
3.Christelle Olu-Coker Imperium First Labor Compliance Specialist $89.00
4.Robin Wollen La Salle Sollutions Construction Inspector $235.00
5.Enrique Castaneda La Salle Sollutions CM/RE $235.00
6.Samuel Virgil La Salle Sollutions CM/RE $235.00
7.Exavier Aguilar La Salle Sollutions CM/RE $235.00
8.Carlos Molina La Salle Sollutions CM/RE $235.00
9.Donovan Stacy La Salle Sollutions CM/RE $235.00
COST % MARKUP
1.Included in Hourly Rate None
2.Included in Hourly Rate None
3.Included in Hourly Rate None
4.Included in Hourly Rate None
5.10%
2025 Master Agreement Consultant Services for Construction Management & Inspection Services
Prices valid through initial Term of Agreement
STAFF
SUB-CONSULTANTS
EXPENSES
WSP Mileage
Imperium First Mileage
Acrostic Mileage
La Salle Mileage
Subconsultant Markup
Fiscus, Andrew
Packey, Keith
NAME
DESCRIPTION
Ramirez, Tony
Williams, Spencer
Corbala, Anna
Jaffe, Adam
Hopkins, Yvette
Seyde, Veronica
Wilson, David
Diana, Michael
Kiepe, Thomas
Mahmalji, Samir
PSA25-3833CMI
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Address
Phone
CARLSBAD MUNICIPAL WATER DISTRICT
1635 Faraday Ave.
Carlsbad, CA 92008
442-339-2767
Phone
Email
Irvine, CA 92612
PSA25-3792CA
714-754-7670 #707
wtate@eagleaerial.com
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.a rb.ca .gov/ our-work/programs/advanced-clean-fleets.
21.DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22.DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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1
MASTER AGREEMENT FOR
WATER AND RECYCLED WATER ENGINEERING SERVICES
CAROLLO ENGINEERS, INC.
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and Carollo Engineers, Inc., a Delaware corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in water and
recycled water engineering.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to water and recycled water engineering services.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
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2
Manager as authorized by the Executive Manager. The Executive Manager 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”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
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Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that 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 Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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.
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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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
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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.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
CAROLLO ENGINEERS, INC., a Delaware
corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By:By:
(sign here)Keith Blackburn, President
Jeffrey A. Weishaar,
Associate Vice President
(print name/title)ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of water and recycled water engineering tasks, as outlined in the individual Project Task
Descriptions and Fee Allotments (PTD&FA), related to the following:
A.Assist with recycled water site conversions.
B.Backflow Prevention Program Support
C.Constructability Review and
D.Cross Connection Control Policy Handbook compliance programs.
E.Dam Instrumentation Monitoring/ Dam Improvements/ Emergency Action Plans.
F.Design of Pipelines, Pump Stations, Pressure Reducing Stations, Surge Protection
Systems, Tanks and Reservoirs.
G.Optimization Studies for Pump Stations.
H.Pipeline Rehabilitation.
I.Recycled Water System Design and Retrofits.
J.Regulatory Agency Compliance Support/ Reports/ Studies.
K.Water Loss Evaluation.
Requests for work not listed above must be contracted under separate agreement.
Development Plan Review.
.
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MASTER AGREEMENT FOR
WATER AND RECYCLED WATER ENGINEERING SERVICES
DUDEK
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and Dudek, a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in water and
recycled water engineering.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to water and recycled water engineering services.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year. Extensions will be based upon a satisfactory review of Contractor’s
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
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Manager as authorized by the Executive Manager. The Executive Manager 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”. Payment terms are Net 30 unless otherwise
provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
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Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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.
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9. CONTRACTOR EVALUATIONS
Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation
program. Prior to the release of any task orders, the Contractor will be notified of the program
requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s
liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense 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
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authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that 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 Insurance. Insurance written on an “occurrence” basis,
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to 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.
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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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone (760) 942- 5147
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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.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
DUDEK, a California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By:By:
(sign here)Keith Blackburn, President
Joseph Monaco, President
(print name/title)ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Amy M. Paul, Secretary
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or Vice-President
Secretary,
Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of water and recycled water engineering tasks, as outlined in the individual Project Task
Descriptions and Fee Allotments (PTD&FA), related to the following:
A. Assist with recycled water site conversions.
B. Backflow Prevention Program Support.
C. Constructability Review and Development Plan Review.
D. Cross Connection Control Policy Handbook compliance programs.
E. Dam Instrumentation Monitoring/ Dam Improvements/ Emergency Action Plans.
F. Design of Pipelines, Pump Stations, Pressure Reducing Stations, Surge Protection
Systems, Tanks and Reservoirs.
G. Optimization Studies for Pump Stations.
H. Pipeline Rehabilitation.
I. Recycled Water System Design and Retrofits.
J. Regulatory Agency Compliance Support/ Reports/ Studies.
K. Water Loss Evaluation.
Requests for work not listed above must be contracted under separate agreement.
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Master Services Agreement for Consultants Number: RFQ25-3437CA 2
Discipline 17: Water and Recycled Water Engineering Proposed Fee Schedule
Table 1,Table 2,and Table 3 details our proposed rate schedule.
Table 1.Dudek Staff
Name Title Hourly Rate
Russ Bergholz, PE Contract Manager $315
Kate Palmer, PE Pipelines $290
Joe Schnieder, PE Electrical Upgrades and Optimization $265
Neil Harper, PE Constructability Review $300
Brandon Lacap, PE Booster Station Design $275
Amanda Combs, PE Pipeline Rehabilitation $290
Elizabeth Caliva, PE Pipeline Rehabilitation $290
Alex Hardy Regulatory Agency Compliance/Support/Reports/Studies $250
Table 2.Subconsultants
Name/Firm Title Hourly Rate
Justin Pallamary, PLS, NV5 Global Inc.Senior Project Manager $235
Joel Paulson, PLS, GISP, NV5 Global Inc. Senior Project Manager $235
Carl Henderson, PhD, PE, GE, NV5 Global Inc. Senior Principal Engineer $245
Paul Cunningham, PE, GE, NV5 Global Inc. Senior Engineer $185
Joe Rodriguez, EIT, NV5 Global Inc.Senior Staff Engineer $135
Scott Foster (Scott Foster Engineering Inc.) Principal Engineer $270
Gabriel Mercado, AirX Utility Surveyors Operations Manager $205
Rodrigo Rodriguez, AirX Utility Surveyors Project Manager $205
Clinton Boogaard, AirX Utility Surveyors Traffic Control Manager $130
Table 3.Expenses
Description Cost %Markup
Mileage $0.67/mile 0%
Printing Services (D-size sheets) $4/sheet 0%
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MASTER AGREEMENT FOR
WATER AND RECYCLED WATER ENGINEERING SERVICES
WATER SYSTEMS CONSULTING, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and Water Systems Consulting, Inc., a California corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in water and
recycled water engineering.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to water and recycled water engineering services.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
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Manager as authorized by the Executive Manager. The Executive Manager 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
et 30 unless otherwise
provided
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
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Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
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authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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 ins
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.
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13.3 Providing Certificates of Insurance and Endorsements
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
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
Cont
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone 310-699-3128
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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.
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
-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
WATER SYSTEMS CONSULTING, INC., a
California corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:
(sign here) Keith Blackburn, President
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman,
President, or Vice-President
Secretary,
Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Perform a variety of water and recycled water engineering tasks, as outlined in the individual Project Task
Descriptions and Fee Allotments (PTD&FA), related to the following:
A. Assist with recycled water site conversions.
B. Backflow Prevention Program Support.
C. Constructability Review and Development Plan Review.
D. Cross Connection Control Policy Handbook compliance programs.
E. Dam Instrumentation Monitoring/ Dam Improvements/ Emergency Action Plans.
F. Design of Pipelines, Pump Stations, Pressure Reducing Stations, Surge Protection
Systems, Tanks and Reservoirs.
G. Optimization Studies for Pump Stations.
H. Pipeline Rehabilitation.
I. Recycled Water System Design and Retrofits.
J. Regulatory Agency Compliance Support/ Reports/ Studies.
K. Water Loss Evaluation.
Requests for work not listed above must be contracted under separate agreement.
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2025-2028 Classifications and Rates
Hourly Rate
Engineers / Project Managers / Planners / Hydrogeologists
Engineering Intern 159.10$
Assistant 182.75$
Staff I 193.50$
Staff II 205.33$
Staff III 217.15$
Associate I 234.35$
Associate II 247.25$
Associate III 258.00$
Senior I 287.03$
Senior II 299.93$
Senior III 323.58$
Principal I $
Principal II $
Principal III $
Outreach and Communications
Communications Support I 164.48$
Communications Support II 182.75$
Communications Support III 211.78$
Communication Strategist I 247.25$
Communication Strategist II 276.28$
Communication Strategist III 299.93$
Senior Communication Strategist I $
Senior Communication Strategist II $
Senior Communication Strategist III $
CAD / Design Services
Technician/Designer I 169.85$
Technician/Designer II 199.95$
Technician/Designer III 223.60$
Inspection Services
Inspector I 176.30$
Inspector II 188.13$
Inspector III 217.15$
Inspector (Prevailing Wage)223.60$
Adminstrative Services
Administration/Clerical I 164.48$
Administration/Clerical II 176.30$
Administration/Clerical III 199.95$
Other Expenses
% mark-up on direct expenses for sub-contracted services
Standard mileage rate $0.65 per mile (or current Federal Mileage Reimbursement Rate)
Rates are subject to revision as of January 1 each year.
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MASTER AGREEMENT FOR
WATER AND WASTEWATER ASSET MANAGEMENT SERVICES
HDR ENGINEERING, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of June, 2025,
but effective July 1, 2025, by and between the Carlsbad Municipal Water District, a Public Agency
organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad,
California ("CMWD"), and HDR Engineering, Inc., a Nebraska corporation ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in water
and wastewater asset management services.
B. The professional services are required on a non-exclusive, project-by-project basis.
C. Contractor has the necessary experience in providing professional services and advice
related to water and wastewater asset management services.
D. Contractor has submitted a proposal to CMWD responsive to Request for Qualifications
RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request
for Qualifications.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services ("Services") that
are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this
as specified in the Task Description for the project (see paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June
30, 2028. The Executive Manager may amend the Agreement to extend it for two (2) additional one (1)
year(s) periods or parts of a year
performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will
prepare a written amendment indicating the effective date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days
after receipt of notification to proceed by 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 General
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Manager as authorized by the Executive Manager. The Executive Manager 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
et 30 unless otherwise
provided
in writing by the parties. Prior to initiation of any project work by Contractor, CMWD shall prepare a
Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and
for CMWD, the Executive Manager 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 of
these.
If CMWD elects to extend the term of the Master Services Agreement, adjustments to the rate schedule
may be permitted. Upon receipt of a written request from the Contractor, 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 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 CMWD must be documented in an
amendment to the Agreement.
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
California Labor Code Section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor Code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
specified prevailing rates of wages to all such workers employed by Contractor in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor
performing any public work under this Agreement to be currently registered with the California
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Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California
Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in
the performance of any contract for public work unless currently registered and qualified to perform
public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by
any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current
DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve Contractor of any
other requirements as may be specified in this Agreement or Task Descriptions.
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the
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 this 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
CMWD may deduct the indemnification amount from any balance owing to Contractor.
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9. CONTRACTOR EVALUATIONS
program. Prior to the release of any task orders, the Contractor will be notified of the program
may be evaluated and the results will be considered for future task orders or agreements.
10. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of 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 in this Agreement and Task Descriptions caused by any willful misconduct or
negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor,
percentage of fault.
The parties expressly agree that any payment, attorneys fee, cost or expense CMWD or the City of
-administered
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
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
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authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR
Approved Surplus Line Insurers
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
13.1.1 Commercial General Liability Insurance.
including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
13.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to satisfaction, a declaration stating this.
13.1.4 Professional Liability.
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 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
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.
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13.3 Providing Certificates of Insurance and Endorsements. Prior to 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
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
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/ Contract Admin Address
CARLSBAD MUNICIPAL WATER DISTRICT
Address 1635 Faraday Ave. Phone
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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.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or 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
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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 thirty (30) 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.
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 Section 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If 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 without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon 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
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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.
30. PUBLIC AGENCY CLAUSE
Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its
governing body, shall have the option to participate in this contract at the same prices, terms, and
conditions. If another public agency chooses to participate, the term shall be for the term of this contract,
and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely
responsible for the placing of orders, arranging for delivery and/or services, and making payments to the
Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible,
for any obligations, including but not limited to financial responsibility, in connection with participation
by another public agency.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
{signatures on following page}
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CONTRACTOR
HDR ENGINEERING, INC., a Nebraska
corporation
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the
Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad
By: By:
(sign here) Keith Blackburn, President
Anna Y. Lantin, Vice President
(print name/title) ATTEST:
By: SHERRY FREISINGER, Secretary
(sign here) By:
Faviola Medina,
Director of Constituent & Clerk Services
(print name/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: _____________________________
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EXHIBIT A
SCOPE OF SERVICES AND FEES
Requests for work not listed above must be contracted under separate agreement.
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Exhibit 3
Discipline Statements
Received
Climate Action Planning Services 2
Computer-Aided Design Services 3
Environmental Outreach*1
Environmental/Storm Water Services 6
Geotechnical Services 10
Horizontal Construction Management and Inspection 17
Landscape Architectural Services 13
Materials Testing 10
Mechanical/Electrical/Plumbing Engineering 6
Policy and Sustainable Materials Management Program
Implementation
1
Sewer Condition Assessment 3
Storm Water Asset Management 2
Structural Engineering 2
Surveying 13
Utilities Hydraulic Modeling 3
Utility Locating/Potholing 2
Vertical Construction Management and Inspection 8
Wastewater Engineering 9
Water and Recycled Water Planning 1
Water and Recycled Water Engineering 5
Water/Wastewater Asset Management 1
Statements of Qualifications Received for Each Discipline
*Staff elected not to move forward with an award for the Environmental Outreach
discipline at this time, pending further evaluation of project needs.
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Selected Firms by Discipline Exhibit 4
Discipline Firm Name Amount Agency
Climate Action Planning Services Ascent Environmental, Inc. $500,000 City
Climate Action Planning Services University of San Diego $500,000 City
Computer-Aided Design Services Fusion Engineering and Technology $400,000 City
Computer-Aided Design Services Michael Baker International, Inc. $400,000 City
Computer-Aided Design Services NV5, Inc. $400,000 City
Environmental/Storm Water Services D-Max Engineering, Inc.$500,000 City
Environmental/Storm Water Services Mikhail Ogawa Engineering Inc. $600,000 City
Environmental/Storm Water Services NV5, Inc. $500,000 City
Geotechnical Services Atlas Technical Consultants, LLC $500,000 City
Geotechnical Services ENGEO, Incorporated $500,000 City
Geotechnical Services Ninyo & Moore Geotechnical & Environmental Sciences
Consultants $500,000 City
Geotechnical Services Ninyo & Moore Geotechnical & Environmental
Sciences Consultants $500,000 CMWD
Geotechnical Services Barnett Quality Control Services, Inc. dba Nova Services, Inc. $500,000 City
Geotechnical Services Tetra Tech, Inc. $500,000 City
Geotechnical Services Twining, Inc. $500,000 CMWD
Horizontal Construction Management &
Inspection Acardis, U.S., Inc. $800,000 City
Horizontal Construction Management &
Inspection Acardis, U.S., Inc. $800,000 CMWD
Horizontal Construction Management &
Inspection CPM Partners, Inc. $800,000 City
Horizontal Construction Management &
Inspection CPM Partners, Inc. $800,000 CMWD
Horizontal Construction Management &
Inspection Kleinfelder Construction Services, Inc. $800,000 City
Horizontal Construction Management &
Inspection Kleinfelder Construction Services, Inc. $800,000 CMWD
Horizontal Construction Management &
Inspection Valley CM, Inc. $800,000 City
Horizontal Construction Management &
Inspection Valley CM, Inc. $800,000 CMWD
Landscape Architectural Services Moore Iacofano Goltsman, Incorporated $750,000 City
Landscape Architectural Services Schmidt Design Group, Inc. $750,000 City
Landscape Architectural Services SmithGroup, Inc which will do business in California as
SmithGroup Architects and Engineers $750,000 City
Landscape Architectural Services SWA Group $750,000 City
Materials Testing Atlas Technical Consultants, LLC $600,000 City
Materials Testing Atlas Technical Consultants, LLC $600,000 CMWD
Materials Testing Ninyo & Moore Geotechnical & Environmental
Sciences Consultants $600,000 City
Materials Testing Ninyo & Moore Geotechnical & Environmental Sciences
Consultants $600,000 CMWD
Materials Testing NV5, Inc. $600,000 City
Materials Testing NV5, Inc. $600,000 CMWD
Materials Testing Verdantas, Inc. $600,000 City
Materials Testing Verdantas, Inc. $600,000 CMWD
Mechanical/Electrical/Plumbing
Engineering IDS Group, Inc. $200,000 City
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Selected Firms by Discipline
Discipline Firm Name Amount Agency
Mechanical/Electrical/Plumbing
Engineering BSE Engineering, Inc. $200,000 City
Mechanical/Electrical/Plumbing
Engineering Shadpour Consulting Engineers, LP $200,000 City
Policy and Sustainable Materials
Management Program
Implementation
Stearns, Conrad and Schmidt, Consulting Engineers, Inc. $500,000 City
Sewer Condition Assessment Downstream Services, Inc. $400,000 City
Sewer Condition Assessment National Plant Services, Inc. $400,000 City
Storm Water Asset Management Glenn A. Rick Engineering and Development $400,000 City
Structural Engineering Dokken Engineering $500,000 City
Structural Engineering IDS Group, Inc. $700,000 City
Surveying Right-of-Way Engineering Services, Inc. $500,000 City
Surveying Right-of-Way Engineering Services, Inc. $500,000 CMWD
Surveying O'Day Consultants, Inc. $500,000 City
Surveying O'Day Consultants, Inc. $500,000 CMWD
Surveying NV5, Inc. $500,000 City
Utilities Hydraulic Modeling Burns & McDonnell Western Enterprises, Inc. $500,000 City
Utilities Hydraulic Modeling Burns & McDonnell Western Enterprises, Inc. $500,000 CMWD
Utilities Hydraulic Modeling HDR Engineering, Inc. $500,000 City
Utilities Hydraulic Modeling Kennedy/Jenks Consultants, Inc. $500,000 City
Utilities Hydraulic Modeling Kennedy/Jenks Consultants, Inc. $500,000 CMWD
Utility Locating/Potholing AirX Utility Surveyors, Inc. $400,000 City
Utility Locating/Potholing AirX Utility Surveyors, Inc. $400,000 CMWD
Utility Locating/Potholing GUIDA $400,000 City
Utility Locating/Potholing GUIDA $400,000 CMWD
Vertical Construction Management
& Inspection CPM Partners, Inc. $800,000 City
Vertical Construction Management
& Inspection CPM Partners, Inc. $800,000 CMWD
Vertical Construction Management
& Inspection Schneider CM, Inc. $800,000 City
Vertical Construction Management
& Inspection Schneider CM, Inc. $800,000 CMWD
Vertical Construction Management
& Inspection New City Consulting, Inc. $800,000 City
Vertical Construction Management
& Inspection New City Consulting, Inc. $800,000 CMWD
Vertical Construction Management
& Inspection WSP USA, Inc. $800,000 City
Vertical Construction Management
& Inspection WSP USA, Inc. $800,000 CMWD
Wastewater Engineering Carollo Engineers, Inc. $500,000 City
Wastewater Engineering Dokken Engineering $500,000 City
Wastewater Engineering Dudek $500,000 City
Wastewater Engineering Michael K. Nunley & Associates, Inc. $500,000 City
Water and Recycled Water Planning Eagle Aerial Photography, Inc. $500,000 CMWD
Water and Recycled Water Engineering Carollo Engineers, Inc. $500,000 CMWD
Water and Recycled Water Engineering Dudek $500,000 CMWD
Water and Recycled Water Engineering Water Systems Consulting, Inc. $500,000 CMWD
Water/Wastewater Asset Management HDR Engineering, Inc. $500,000 City
Water/Wastewater Asset Management HDR Engineering, Inc. $500,000 CMWD
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